Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority in Interest of Certificate Holders, the Owner Trustee (when authorized by the Owner Participant) and the Indenture Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder and each Liquidity Provider, no such amendment of or supplement to this Indenture or any indenture supplemental hereto, or modification of the terms of, or consent under, any thereof, shall (a) modify any of the provisions of Section 7.11 hereof or this Section 13.02, (b) reduce the amount or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only the consent of the Holder shall be required for any decrease in any amounts of or the rate of interest payable on such Certificate or any extension for the time of payment of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof with respect to the order of priorities in which distributions thereunder shall be made as among Holders of different Series of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or with respect to the amount or time of payment of any such distribution, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 6 contracts
Sources: Trust Indenture and Security Agreement (Federal Express Corp), Trust Indenture and Security Agreement (Federal Express Corp), Trust Indenture and Security Agreement (Federal Express Corp)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest aggregate principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder Outstanding Security of each series affected thereby,
(1) change the Stated Maturity of the principal of, or any installment of interest (including any Additional Interest) on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of principal of a Discount Security that would be due and each Liquidity Providerpayable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, no or change the place of payment where, or the coin or currency in which, any Security or interest thereon is payable, or impair the right to institute suit for the enforcement of any such amendment payment on or after the Stated Maturity thereof (or, in the case of redemption, on or supplement to after the Redemption Date), or
(2) reduce the percentage in aggregate principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 5.13 or Section 10.5, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder shall be required for of each Security affected thereby; provided, further, that, in the case of the Securities of a series issued to an Issuer Trust, so long as any decrease in any amounts of or the rate corresponding series of interest payable on Capital Securities issued by such Certificate or any extension for the time of payment of any amount payable under Issuer Trust remains outstanding, (i) no such Certificate), or alter or modify the provisions of Article V hereof with respect to the order of priorities in which distributions thereunder amendment shall be made as among Holders that adversely affects the holders of different Series of Certificates or as between the Holder such Capital Securities in any material respect, and the Owner Trustee or the Owner Participant or with respect to the amount or time of payment of any such distribution, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien no termination of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted byoccur, and complying no waiver of any Event of Default or compliance with any covenant under this Indenture shall be effective, without the terms of, Section 13.06 hereof. Upon the request prior consent of the Owner Trustee (holders of at the direction least a majority of the Owner Participantaggregate Liquidation Amount (as defined in the related Trust Agreement) of such Capital Securities then outstanding unless and upon until the filing with the Indenture Trustee principal of evidence of the consent of Holders (and other documentspremium, if any, required by Section 10.01, on) the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution Securities of such series and all accrued and (subject to Section 3.8) unpaid interest (including any Additional Interest) thereon have been paid in full, and (ii) no amendment shall be made to Section 5.8 of this Indenture that would impair the rights of the holders of Capital Securities issued by an Issuer Trust provided therein without the prior consent of the holders of each such Capital Security then outstanding unless and until the principal of (and premium, if any, on) the Securities of such series and all accrued and (subject to Section 3.8) unpaid interest (including any Additional Interest) thereon have been paid in full. A supplemental indenture unless that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities or any corresponding series of Capital Securities of an Issuer Trust that holds the Securities of any series, or that modifies the rights of the Holders of Securities of such supplemental indenture affects series or holders of such Capital Securities of such corresponding series with respect to such covenant or other provision, shall be deemed not to affect the Indenture Trustee's own rights, duties or immunities rights under this Indenture of the Holders of Securities of any other series or otherwise, in which case the Indenture Trustee may in its discretion, but shall not be obligated to, enter into holders of Capital Securities of any other such supplemental indenturecorresponding series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 6 contracts
Sources: Junior Subordinated Indenture (Jeffbanks Inc), Junior Subordinated Indenture (First Empire Capital Trust I), Junior Subordinated Indenture (First Empire Capital Trust I)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of any or all series affected by such supplemental indenture (voting as one class), by Act of said Holders delivered to the Issuer, the Owner Guarantors and the Trustee (of each such series of Securities, the Issuer, when authorized by or pursuant to a Board Resolution of its Board of Directors, the Owner Participant) Guarantors, when authorized by or pursuant to a Board Resolution by the Guarantors’ Board of Directors, and the Indenture each such Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby:
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest, if any, on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or release any Guarantor from any of its obligations under its Guarantee or modify such obligations otherwise than in accordance with the terms of this Indenture;
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(3) make the Outstanding Securities of any indenture supplemental hereto, series payable in currency other than that stated herein;
(4) expressly subordinate in right of payment the Outstanding Securities of any series or modification of the terms of, or consent under, any a Guarantee thereof, shall ; or
(a5) modify any of the provisions of this Section, Section 7.11 hereof 513 or Section 1008, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to “the Trustee” and concomitant changes in this Section and Section 1008, or the deletion of priorities this proviso, in accordance with the requirements of Sections 609, 611(b), 901(9) and 901(10). A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders of any series of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 6 contracts
Sources: Indenture (Trane Technologies Financing LTD), Indenture (Trane Technologies Irish Holdings Unlimited Co), Indenture (Ingersoll Rand Co)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Corporation and the Trustee, the Owner Trustee (Corporation, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 513 or Section 1008, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to “the Trustee” and concomitant changes in this Section and Section 1008, or the deletion of priorities this proviso, in accordance with the requirements of Sections 611 and 901(8). A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after The Corporation may, but shall not be obligated to, fix a record date for the execution by purpose of determining the Owner TrusteePersons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Indenture Trustee Holders on such record date, or their duly designated proxies, and the Lessee of any supplemental indenture pursuant only such Persons, shall be entitled to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail consent to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure , whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the Indenture Trustee requisite percentage having been obtained prior to mail the date which is 90 days after such noticerecord date, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureconsent previously given shall automatically and without further action by any Holder be cancelled and of no further effect.
Appears in 6 contracts
Sources: Indenture (Wellcare Health Plans, Inc.), Indenture (Wellcare Health Plans, Inc.), Indenture (Wellcare Health Plans, Inc.)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture voting as one class, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under the Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(a) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or
(b) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(ac) modify any of the provisions of Section 7.11 hereof or this Section 13.02or Section 5.13, (b) reduce the amount except to increase any such percentage or extend the time to provide that certain other provisions of payment of any amount owing this Indenture cannot be modified or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to "the Trustee" and concomitant changes in this Section, or the deletion of priorities this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(h). A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 6 contracts
Sources: Subordinated Indenture (Masco Corp /De/), Indenture (Masco Corp /De/), Indenture (R H Donnelley Corp)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any instalment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 513 or Section 1008, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to "the Trustee" and concomitant changes in this Section and Section 1008, or the deletion of priorities this proviso, in accordance with the requirements of Sections 611 and 901(8). A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 5 contracts
Sources: Indenture (Fifth Third Bancorp), Indenture (Fifth Third Capital Trust Iv), Indenture (Amsouth Bancorporation)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or adversely affect any right of repayment at the option of a Holder of any Security, or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental hereto, or modification of the terms of, or consent under, any thereof, shall certain defaults hereunder and their consequences) provided for in this Indenture; or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 513 or Section 1008, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to “the Trustee” and concomitant changes in this Section and Section 1008, or the deletion of priorities this proviso, in accordance with the requirements of Sections 611 and 901(8); or
(4) make any change that adversely affects the right to convert any Security of any series pursuant to Section 301 or decrease the conversion rate or increase the conversion price of any such Security of such series. A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 5 contracts
Sources: Indenture (Mho, LLC), Indenture (M/I Homes of Alabama, LLC), Indenture (M/I Homes of West Palm Beach, LLC)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of Section 7.11 hereof or this Section 13.02or Section 5.13, (b) reduce the amount except to increase any such percentage or extend the time to provide that certain other provisions of payment of any amount owing this Indenture cannot be modified or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to "the Trustee" and concomitant changes in this Section, or the deletion of priorities this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8),
(4) change any obligation of ours to maintain an office or agency, or
(5) change any obligation of ours to pay additional amounts, or
(6) adversely affect the right of repayment or repurchase at the option of the Holder, or
(7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 5 contracts
Sources: Indenture (Aqua America Inc), Indenture (Jefferies Group Inc /De/), Indenture (Philadelphia Suburban Corp)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of any series affected by such supplemental indenture by Act of said Holders delivered to the Corporation and the Trustees, the Owner Trustee (when authorized by the Owner Participant) Corporation and the Indenture Trustee may, from time to time and at any time, Trustees may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture indenture, or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby:
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security; or
(2) reduce the principal amount on any of the Securities of such series; or
(3) reduce the rate of interest on any of the Securities of such series; or
(4) reduce any premium payable upon the redemption of any of the Securities of such series; or
(5) change any obligation of the Corporation to pay Additional Amounts contemplated by Section 10.2; or
(6) reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2; or
(7) change the Currency in which the principal, and any premium, Additional Amounts or interest thereon is payable; or
(8) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or, in the case of redemption, on or after the Redemption Date; or
(9) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or any indenture supplemental hereto, or modification of the terms of, or consent under, any thereof, shall certain defaults hereunder and their consequences provided for in this Indenture; or
(a10) modify any of the provisions of Section 7.11 hereof or this Section 13.029.2, (b) reduce the amount Section 5.13 or extend the time Section 10.5, except to increase any such percentage or to provide that certain other provisions of payment of any amount owing this Indenture cannot be modified or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to “the Trustees” and concomitant changes in this Section 9.2 and Section 10.5, or the deletion of priorities this proviso, in accordance with the requirements of Sections 6.10 and 9.1(9)); or
(11) modify the subordination provisions applicable to any Security in a manner adverse to the Holder thereof. A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 5 contracts
Sources: Indenture (Algonquin Power & Utilities Corp.), Indenture (Algonquin Power & Utilities Corp.), Indenture (Algonquin Power & Utilities Corp.)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; providedPROVIDED, howeverHOWEVER, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 513 or Section 1011, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; PROVIDED, HOWEVER, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to "the Trustee" and concomitant changes in this Section and Section 1011, or the deletion of priorities this proviso, in accordance with the requirements of Sections 611 and 901(8). A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 5 contracts
Sources: Indenture (Weeks Realty L P), Indenture (Weeks Realty L P), Indenture (Weeks Realty L P)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Issuers, the Owner Trustee (Guarantor and the Trustee, the Issuers and the Guarantor, in each case when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture Indenture, or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental Indenture shall, without the consent of the Holder of each Holder Outstanding Security affected thereby,
(a) change the Stated Maturity of the principal of, or any installment of interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon, or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and each Liquidity Providerpayable upon a declaration of acceleration of the maturity thereof pursuant to Section 5.2, no or change any Place of Payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such amendment payment on or after the Stated Maturity thereof (or, in the case of redemption, on or supplement to after the Redemption Date), or
(b) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(ac) modify any of the provisions of Section 7.11 hereof or this Section 13.02or Section 5.13, (b) reduce the amount except to increase any such percentage or extend the time to provide that certain other provisions of payment of any amount owing this Indenture cannot be modified or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder shall be required for any decrease in any amounts of or the rate of interest payable on such Certificate or any extension for the time of payment of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof with respect to the order of priorities in which distributions thereunder shall be made as among Holders of different Series of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or with respect to the amount or time of payment of any such distribution, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely Outstanding Security affected thereby), or or
(d) create or permit adversely affect the creation of any Lien on the Trust Indenture Estate or any part thereof prior right to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documentsrepayment, if any, required by Section 10.01of Securities of any series at the option of the Holders thereof. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the Indenture Trustee shall join with rights of the Owner Trustee and the Lessee in the execution Holders of Securities of such supplemental indenture unless series with respect to such supplemental indenture affects covenant or other provision, shall be deemed not to affect the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 4 contracts
Sources: Indenture (CareTrust REIT, Inc.), Indenture (Renee Avenue Health Holdings LLC), Indenture (Sabra Health Care REIT, Inc.)
Supplemental Indentures with Consent of Holders. With the written consent (evidenced as provided in Article X) of the Majority Holders of a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee mayshall, from time subject to time and at any timeSection 903, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof or extend the time for payment thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or any indenture supplemental hereto, Defaults or modification Events of Default hereunder and their consequences provided for in this Indenture; or
(3) change the terms of, or consent under, any thereof, shall redemption provisions (aincluding Article Eleven) hereof in a manner adverse to such Holder; or
(4) modify any of the provisions of Section 7.11 hereof or this Section 13.02or Section 513, (b) reduce the amount except to increase any such percentage or extend the time to provide that certain other provisions of payment of any amount owing this Indenture cannot be modified or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to "the Trustee" and concomitant changes in this Section, or the deletion of priorities this proviso, in accordance with the requirements of Sections 611(b) and 901(8). A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 4 contracts
Sources: Indenture (Oge Energy Capital Trust Ii), Indenture (Og&e Financing I), Indenture (Oge Energy Capital Trust I)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture voting as one class, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under the Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(a) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or
(b) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(ac) modify any of the provisions of Section 7.11 hereof or this Section 13.02or Section 5.13, (b) reduce the amount except to increase any such percentage or extend the time to provide that certain other provisions of payment of any amount owing this Indenture cannot be modified or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to “the Trustee” and concomitant changes in this Section, or the deletion of priorities this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(h). A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 4 contracts
Sources: Subordinated Indenture (Masco Corp /De/), Subordinated Indenture (Masco Corp /De/), Subordinated Indenture (Masco Corp /De/)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) its Board of Directors, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby:
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change the coin or currency in which any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or adversely affect any right of the Holder of any Security to require the Company to repurchase such Security or adversely affect any right to convert or exchange any Security as specified as contemplated by Section 3.01, or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders;
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental hereto, or modification of the terms of, or consent under, any thereof, shall certain defaults hereunder and their consequences) provided for in this Indenture; or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 5.13 or Section 10.05, except to increase any percentage set forth in such Sections or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to “the Trustee” and concomitant changes in this Section and Section 10.05, or the deletion of priorities this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8). A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 4 contracts
Sources: Indenture (Marathon Oil Corp), Indenture (Atp Oil & Gas Corp), Indenture (Atp Oil & Gas Corp)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than 66 2/3% in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date) or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to Holders, or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 513 or Section 1008, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to “the Trustee” and concomitant changes in this Section and Section 1008, or the deletion of priorities this proviso, in accordance with the requirements of Sections 611 and 901(8). A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 4 contracts
Sources: Indenture (Cullen/Frost Bankers, Inc.), Subordinated Debt Securities Indenture (Cullen/Frost Bankers, Inc.), Indenture (Cullen/Frost Bankers, Inc.)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than 66 2/3% in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby:
(i) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change any place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or
(ii) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(aiii) modify any of the provisions of this Section, Section 7.11 hereof 5.13 or Section 10.06, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to "the Trustee" and concomitant changes in this Section and Section 10.06, or the deletion of priorities this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8). A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretionHolders of Securities of any other series. The Company may, but shall not be obligated to, enter into fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 3 contracts
Sources: Indenture (D & K Healthcare Resources Inc), Indenture (D & K Healthcare Resources Inc), Indenture (D & K Healthcare Resources Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of all series affected by such supplemental indenture (voting as one class), by Act of said Holders delivered to the Corporation and the Trustee, the Owner Trustee (Corporation, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture indenture, or of modifying in any manner the rights of the HoldersHolders of Securities under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502 or change the coin or currency in which any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 513 or Section 1005, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to "the Trustee" and concomitant changes in this Section and Section 1005, or the deletion of priorities this proviso, in accordance with the requirements of Sections 611 and 901(8). A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 3 contracts
Sources: Subordinated Indenture (Duke Capital Financing Trust V), Subordinated Indenture (Duke Capital Financing Trust Iii), Subordinated Indenture (Duke Energy Corp)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any instalment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or adversely affect any right of repayment at the option of a Holder of any Security, or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 513 or Section 1010, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to "the Trustee" and concomitant changes in this Section and Section 1010, or the deletion of priorities this proviso, in accordance with the requirements of Sections 611 and 901(8). A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 3 contracts
Sources: Indenture (Staples Inc), Indenture (Reynolds & Reynolds Co), Indenture (Staples Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series so affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and (at any time, the direction of the Company) may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture the Securities of such series or of modifying in any manner the rights of the Holders; providedHolders of Securities of such series under this Indenture. Without the written consent of the Holder of each Outstanding Securities affected thereby, howevera supplemental indenture under this Section 9.2 shall not (with respect to any Outstanding Security held by a non-consenting Holder):
(1) change the Stated Maturity of, thatthe principal of, without or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of each Holder and each Liquidity Providerwhose Holders is required for any such supplemental indenture, no such amendment or the consent of or supplement to whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental hereto, or modification of the terms of, or consent under, any thereof, shall certain defaults hereunder and their consequences) provided for in this Indenture; or
(a3) modify any of the provisions of Section 7.11 hereof or this Section 13.029.2 or Section 5.13, (b) reduce except to increase the percentage in principal amount or extend of the time of payment Outstanding Securities of any amount owing or payable series, the consent of whose Holders is required under any Certificate such Section or reduce the interest payable on any Certificate (except to provide that only certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to “the Trustee” and concomitant changes in this Section, or the deletion of priorities this proviso, in accordance with the requirements of Sections 6.11(b) and 9.1(7). A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly The Company may set a record date for purposes of determining the identity of Holders of Securities entitled to consent pursuant to this Section 9.2. Such record date shall be the later of (i) thirty days prior to the first solicitation of such consent or (ii) the date of the most recent list of Holders furnished to the Trustee prior to such solicitation pursuant to Section 7.1. Any vote or action pursuant to this Section 9.2 can only be taken by Persons who are Holders on such record date and, unless otherwise specified, such vote or action must take place on or prior to the 180th day after such record date. The Company may change the execution by record date at its option, and the Owner Trustee, Company will provide written notice to the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity each Holder of any such supplemental indenturechange of record date.
Appears in 3 contracts
Sources: Indenture (B. Riley Financial, Inc.), Indenture (B. Riley Financial, Inc.), Indenture (B. Riley Financial, Inc.)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 513 or Section 1010, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to "the Trustee" and concomitant changes in this Section and Section 1010, or the deletion of priorities this proviso, in accordance with the requirements of Sections 611 and 901(8). A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 3 contracts
Sources: Indenture (Wendys International Inc), Indenture (Wendys International Inc), Indenture (Wendys International Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any instalment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, except as provided in any Conditional Notice given with respect thereto, on or after the Redemption Date), or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 513 or Section 1008, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to "the Trustee" and concomitant changes in this Section and Section 1008, or the deletion of priorities this proviso, in accordance with the requirements of Sections 611 and 901(8). A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 3 contracts
Sources: Indenture (Impac Mortgage Holdings Inc), Indenture (Impac Mortgage Holdings Inc), Indenture (Impac Mortgage Holdings Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(a) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption or repayment, on or after the Redemption Date or Repayment Date), or
(b) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(ac) modify any of the provisions of this Section, Section 7.11 hereof 5.13 or Section 10.08, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to “the Trustee” and concomitant changes in this Section and Section 10.08, or the deletion of priorities this proviso, in which distributions thereunder shall be made as among accordance with the requirements of Sections 6.11 and 9.01(h). A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after The Company may, but shall not be obligated to, fix a record date for the execution by purpose of determining the Owner TrusteePersons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Indenture Trustee Holders on such record date, or their duly designated proxies, and the Lessee of any supplemental indenture pursuant only such Persons, shall be entitled to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail consent to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail , whether or not such notice, or any defect therein, shall notHolders remain Holders after such record date; provided, however, in any way impair or affect that unless such consent shall have become effective by virtue of the validity of requisite percentage having been obtained prior to the date which is 180 days after such record date, any such supplemental indentureconsent previously given shall automatically and without further action by any Holder be cancelled and of no further effect.
Appears in 3 contracts
Sources: Indenture (American Capital Senior Floating, Ltd.), Indenture (American Capital, LTD), Indenture (American Capital Strategies LTD)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or adversely affect any right of repayment at the option of a Holder of any Security, or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental hereto, or modification of the terms of, or consent under, any thereof, shall certain defaults hereunder and their consequences) provided for in this Indenture; or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 513 or Section 1008, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to “the Trustee” and concomitant changes in this Section and Section 1008, or the deletion of priorities this proviso, in which distributions thereunder shall be made as among accordance with the requirements of Sections 611 and 901(8); or
(4) make any change that adversely affects the right to convert any Security of any series pursuant to Section 301 or decrease the conversion rate or increase the conversion price of any such Security of such series; or
(5) make any change in Article Fourteen hereof that adversely affects the rights of any Holders of different Series Outstanding Securities of Certificates such series. A supplemental indenture which changes or as between eliminates any covenant or other provision of this Indenture which has expressly been included solely for the Holder and benefit of one or more particular series of Securities, or which modifies the Owner Trustee or rights of the Owner Participant or Holders of Securities of such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 3 contracts
Sources: Indenture (Mho, LLC), Indenture (M/I Homes of Alabama, LLC), Indenture (M/I Homes of Grandview Yard, LLC)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 513, or Section 1008, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to “the Trustee” and concomitant changes in this Section and Section 1008, or the deletion of priorities this proviso, in accordance with the requirements of Sections 611 and 901(8). A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 3 contracts
Sources: Indenture (Wellpoint, Inc), Indenture (Wellpoint Inc), Indenture (Wellpoint Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest aggregate principal amount of Certificate Holdersthe Outstanding Securities of all series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Owner Trustee (Guarantors and the Trustee, the Company, when authorized by a Board Resolution, the Owner Participant) Guarantor and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of Section 7.11 hereof or this Section 13.029.2, (b) reduce the amount Section 5.13 or extend the time Section 10.6, except to increase any such percentage or to provide that certain other provisions of payment of any amount owing this Indenture cannot be modified or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause (3) shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to "the Trustee" and concomitant changes in this Section, or the deletion of priorities this proviso, in accordance with the requirements of Sections 6.11(b) and 9.1(9). A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 3 contracts
Sources: Indenture (Comstock Resources Inc), Indenture (Comstock Resources Inc), Indenture (Medallion California Properties Co)
Supplemental Indentures with Consent of Holders. With Except as may otherwise be provided pursuant to Section 3.01 for all or any specific Securities of any series, with the consent (evidenced as provided in Article X) of the Majority Holders of a majority in Interest principal amount of Certificate Holdersall Outstanding Securities affected by such supplemental indenture, considered together as one class for this purpose (such affected Securities may be Securities of the same or different series and, with respect to any series, may comprise fewer than all the Securities of such series), by Act of said Holders delivered to the Issuers and the Trustee, the Owner Trustee (Issuers, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of such affected Securities under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any instalment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or permit the Company to redeem any Security if, absent such supplemental indenture, the Company would not be permitted to do so, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or
(2) following the occurrence of any event as a result of which any Security provides that the Holder may require the Issuers to repurchase, exchange or convert such Security, impair such Holder’s right to require repurchase, exchange or conversion of such Security on the terms provided therein; provided that this subsection shall not limit the ability of the Issuers and the trustee to alter the terms of such Holder’s right to require repurchase, exchange or conversion of such Security in accordance with Section 9.01 if such supplemental indenture becomes effective prior to the occurrence of any such event, or
(3) reduce the percentage in principal amount of any Outstanding Securities (considered separately or together as one class, as applicable, and whether comprising the same or different series or less than all the Securities of a series), the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a4) modify any of the provisions of this Section, Section 7.11 hereof 5.13 or Section 10.06, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to “the Trustee” and concomitant changes in this Section and Section 10.06, or the deletion of priorities this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8). A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular Securities or series of Securities, or which modifies the rights of the Holders of different Series of Certificates such Securities or as between the Holder and the Owner Trustee or the Owner Participant or series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture of the Holders of any other Securities or otherwiseof any other series, in which case the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureas applicable. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 3 contracts
Sources: Senior Debt Indenture (Jefferies Group Capital Finance Inc.), Subordinated Debt Indenture (Jefferies Group Capital Finance Inc.), Senior Debt Indenture (Jefferies Group Capital Finance Inc.)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest aggregate principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of of, this Indenture Indenture, or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(a) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest, if any, on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change the Company’s obligation to maintain an office or agency for payment of Securities and the other matters specified herein, or the coin or currency in which any Security is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or adversely affect any right to convert or exchange any Security into any other security, or alter the method of computation of interest,
(b) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(ac) modify any of the provisions of Section 7.11 hereof or this Indenture relating to the execution of supplemental indentures with the consent of Holders of Securities which are discussed in this Section 13.02or modify any provisions relating to the waiver by holders of Securities of past defaults and covenants, (b) reduce the amount except to increase any such percentage or extend the time to provide that certain other provisions of payment of any amount owing this Indenture cannot be modified or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to “the Trustee” and concomitant changes in this Section and Section 10.06, or the deletion of priorities this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h). A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 3 contracts
Sources: Indenture (Rex Energy I, LLC), Indenture (Magnum Hunter Resources Corp), Indenture (GreenHunter Energy, Inc.)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company and the Guarantors, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon any Security, or reduce the amount of the principal of, or any premium, or any interest on, an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, manner or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on, or with respect to, or the conversion of any Security in a manner adverse to the Holders of Securities of such series, or release any Guarantee by a Guarantor other than as provided in this Indenture (it being understood that any release effected by Section 802 shall not constitute any of the foregoing);
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental hereto, or modification of the terms of, or consent under, any thereof, shall certain defaults hereunder and their consequences) provided for in this Indenture;
(a3) modify any of the provisions of Section 7.11 hereof or this Section 13.02or Section 513, (b) reduce the amount except to increase any such percentage or extend the time to provide that certain other provisions of payment of any amount owing this Indenture cannot be modified or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to “the Trustee” and concomitant changes in this Section, or the deletion of priorities this proviso, in which distributions thereunder shall be made accordance with the requirements of Sections 611 and 901(8);
(4) if applicable, make any change that adversely affects the right to convert any security as among provided in Article Fourteen or pursuant to Section 301 (except as permitted by Section 901(9)) or decrease the conversion rate or increase the conversion price of any such security; or
(5) change the ranking of any series of Securities. In addition, subject to Sections 508 and 513, the Holders of different Series a majority in aggregate principal amount of Certificates the Outstanding Securities of any series may, by notice to the Trustee, waive compliance by the Company or as between the Holder Guarantors with any provision of this Indenture or such Securities, in a particular instance or generally, without notice to any other Holder; provided that no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company or the Guarantors and the Owner duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the Owner Participant benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 3 contracts
Sources: Indenture (Express Scripts Inc), Indenture (Precision Computer Systems Inc), Indenture (Priorityhealthcare.com, Inc.)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture voting as one class, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under the Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(a) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or
(b) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(ac) modify any of the provisions of Section 7.11 hereof or this Section 13.02or Section 5.13, (b) reduce the amount except to increase any such percentage or extend the time to provide that certain other provisions of payment of any amount owing this Indenture cannot be modified or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to the order of priorities in which distributions thereunder shall be made as among Holders of different Series of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or with respect to the amount or time of payment of any such distribution, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee changes in the execution of such supplemental indenture unless such supplemental indenture affects references to "the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise, " and concomitant changes in which case the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, or the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books deletion of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, howeverthis proviso, in any way impair or affect accordance with the validity requirements of any such supplemental indentureSections 6.11(b) and 9.01(h).
Appears in 3 contracts
Sources: Subordinated Indenture (Masco Corp /De/), Indenture (Masco Corp /De/), Indenture (Masco Corp /De/)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of any series affected by such supplemental indenture by Act of said Holders delivered to the Corporation and the Trustees, the Owner Trustee (when authorized by the Owner Participant) Corporation and the Indenture Trustee may, from time to time and at any time, Trustees may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture indenture, or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby:
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security; or
(2) reduce the principal amount on any of the Securities of such series; or
(3) reduce the rate of interest on any of the Securities of such series; or
(4) reduce any premium payable upon the redemption of any of the Securities of such series; or
(5) change any obligation of the Corporation to pay Additional Amounts contemplated by Section 10.2; or
(6) reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2; or
(7) change the Currency in which the principal, and any premium, Additional Amounts or interest thereon is payable; or
(8) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or, in the case of redemption, on or after the Redemption Date; or
(9) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or any indenture supplemental hereto, or modification of the terms of, or consent under, any thereof, shall certain defaults hereunder and their consequences provided for in this Indenture; or
(a10) modify any of the provisions of Section 7.11 hereof or this Section 13.029.2, (b) reduce the amount Section 5.13 or extend the time Section 10.5, except to increase any such percentage or to provide that certain other provisions of payment of any amount owing this Indenture cannot be modified or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to “the Trustees” and concomitant changes in this Section 9.2 and Section 10.5, or the deletion of priorities this proviso, in accordance with the requirements of Sections 6.10 and 9.1(9)). A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 3 contracts
Sources: Indenture (Algonquin Power & Utilities Corp.), Indenture (Algonquin Power & Utilities Corp.), Indenture (Algonquin Power & Utilities Corp.)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 5.13 or Section 10.06, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to "the Trustee" and concomitant changes in this Section and Section 10.6, or the deletion of priorities this proviso, in accordance with the requirements of Sections 6.11 and 9.1(8), or
(4) if applicable, make any change that adversely affects the right to convert any security as provided in Article 14 or pursuant to Section 3.1 (except as permitted by Section 9.1(9)) or decrease the conversion rate or increase the conversion price of any such security. A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 3 contracts
Sources: Indenture (Black Hills Holding Corp), Indenture (Black Hills Corp /Sd/), Indenture (Waddell & Reed Capital Trust I)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or adversely affect the right to convert any Security as provided in Article XV, or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of Section 7.11 hereof or this Section 13.02or Section 5.13, (b) reduce the amount except to increase any such percentage or extend the time to provide that certain other provisions of payment of any amount owing this Indenture cannot be modified or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to “the Trustee” and concomitant changes in this Section or the deletion of priorities this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), or
(4) change any obligation of ours to maintain an office or agency, or
(5) change any obligation of ours to pay additional amounts, or
(6) adversely affect the right of repayment or repurchase at the option of the Holder, or
(7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 3 contracts
Sources: Subordinated Securities Agreement (Aqua America Inc), Subordinated Securities Agreement (Aqua America Inc), Subordinated Securities Agreement (Aqua America Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders under this Indenture; provided, however, thatprovided that no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no or any installment of interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such amendment payment on or after the Stated Maturity thereof (or, in the case of redemption, on or supplement after the Redemption Date or, in the case of an Offer to Purchase which has been made, on or after the applicable Purchase Date), or
(2) reduce the percentage in principal amount of the Outstanding Securities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain Defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 5.13 or Section 10.25, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder shall be required for any decrease in any amounts of each Outstanding Security affected thereby, or
(4) following the mailing of an Offer with respect to an Offer to Purchase pursuant to Sections 10.19 or the rate of interest payable on such Certificate or any extension for the time of payment of any amount payable under such Certificate)10.21, or alter or modify the provisions of Article V hereof this Indenture with respect to the order of priorities such Offer to Purchase in which distributions thereunder shall be made as among Holders of different Series of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or with respect a manner adverse to the amount or time of payment of any such distribution, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolder. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 3 contracts
Sources: Indenture (Stena Ab), Indenture (Stena Ab), Indenture (Stena Ab)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such -------- ------- supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of such series of Securities in a manner adverse to the Holders of Securities of such series, or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 513 or Section 1008, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, -------- ------- that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to "the Trustee" and concomitant changes in this Section and Section 1008, or the deletion of priorities this proviso, in accordance with the requirements of Sections 611 and 901(8), or
(4) if applicable, make any change that adversely affects the right to convert any security as provided in Article Fourteen or pursuant to Section 301 (except as permitted by Section 901(9)) or decrease the conversion rate or increase the conversion price of any such security. A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 3 contracts
Sources: Indenture (Read Rite Corp /De/), Indenture (Read Rite Corp /De/), Indenture (Micron Technology Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Securities at the time Outstanding of all series affected by such supplemental indenture (each such series voting as a separate class), by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity Provideroutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of (or premium, no such amendment if any, on), or any installment of principal of or supplement interest, if any, on, any Security, or reduce the principal amount thereof or the interest thereon, or change the place of payment where, or the coin or currency in which, any Security or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or
(2) reduce the percentage in principal amount of the Outstanding Securities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of Section 7.11 hereof or this Section 13.029.02 or Section 5.13, (b) reduce the amount except to increase any such percentage or extend the time to provide that certain other provisions of payment of any amount owing this Indenture cannot be modified or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder shall be required for of each Outstanding Security affected thereby. A supplemental indenture that changes or eliminates any decrease in any amounts covenant or other provision of or the rate of interest payable on such Certificate or any extension this Indenture which has expressly been included solely for the time benefit of payment one or more particular series of any amount payable under such Certificate)Securities, or alter or modify that modifies the provisions rights of Article V hereof the Holders of Securities of such series with respect to the order of priorities in which distributions thereunder such covenant or other provision, shall be made as among Holders of different Series of Certificates or as between deemed not to affect the Holder and the Owner Trustee or the Owner Participant or with respect to the amount or time of payment of any such distribution, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 3 contracts
Sources: Indenture (Energy Partners LTD), Indenture (Burlington Resources Finance Co), Indenture (Energy Partners LTD)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) Board Resolutions, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental Indenture shall, without the consent of the Holder of each Holder Outstanding Security affected thereby, shall:
(1) change the Stated Maturity of the principal of, or any installment of interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any Additional Amounts payable in respect thereof, or any premium payable upon the redemption thereof, or change the obligation of the Company to pay Additional Amounts pursuant to Section 10.05 (except as contemplated by Section 8.01(1) and each Liquidity Providerpermitted by Section 9.01(1)), no or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change the Place of Payment, coin or currency in which any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such amendment payment on or after the Stated Maturity thereof (or, in the case of redemption, on or supplement to after the Redemption Date), or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of Section 7.11 hereof this section, or Sections 5.12, or 5.13, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder shall be required for any decrease in any amounts of or the rate of interest payable on such Certificate or any extension for the time of payment of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof with respect to the order of priorities in which distributions thereunder shall be made as among Holders of different Series of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or with respect to the amount or time of payment of any such distribution, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely Outstanding Security affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Indenture Trustee may in its discretionThe Company may, but shall not be obligated to, enter into fix a record date for the purposes of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 3 contracts
Sources: Subordinated Indenture (BNC Bancorp), Subordinated Indenture (Eagle Bancorp Inc), Subordinated Indenture (Eagle Bancorp Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest aggregate principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Corporation and the Trustee, the Owner Trustee (Corporation, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder Outstanding Security of each series affected thereby,
(1) change the Stated Maturity of the principal of, or any installment of interest (including any Additional Interest) on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of principal of a Discount Security that would be due and each Liquidity Providerpayable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, no or change the place of payment where, or the coin or currency in which, any Security or interest (including any Additional Interest) thereon is payable, or impair the right to institute suit for the enforcement of any such amendment payment on or after the Stated Maturity thereof (or, in the case of redemption, on or supplement to after the Redemption Date), or
(2) reduce the percentage in aggregate principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of Section 7.11 hereof or this Section 13.029.2, (b) reduce the amount Section 5.13 or extend the time Section 10.5, except to increase any such percentage or to provide that certain other provisions of payment of any amount owing this Indenture cannot be modified or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder shall be required for of each Security affected thereby; provided further, however, that, in the case of Securities of a series issued to an Issuer Trust, so long as any decrease in any amounts of or the rate corresponding series of interest payable on Capital Securities issued by such Certificate or any extension for the time of payment of any amount payable under Issuer Trust remains outstanding, (i) no such Certificate), or alter or modify the provisions of Article V hereof with respect to the order of priorities in which distributions thereunder amendment shall be made as among Holders that adversely affects the holders of different Series of Certificates or as between the Holder such Capital Securities in any material respect, and the Owner Trustee or the Owner Participant or with respect to the amount or time of payment of any such distribution, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien no termination of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted byoccur, and complying no waiver of any Event of Default or compliance with any covenant under this Indenture shall be effective, without the terms of, Section 13.06 hereof. Upon the request prior consent of the Owner Trustee holders of at least a Majority in Liquidation Amount of such Capital Securities (at as defined in the direction related Trust Agreement) unless and until the principal of the Owner Participant) (and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documentspremium, if any, required by Section 10.01, on) the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution Securities of such series and all accrued and (subject to Section 3.12) unpaid interest (including, subject to Section 3.12, any Additional Interest) thereon have been paid in full, and (ii) no amendment shall be made to Section 5.8 of this Indenture that would impair the rights of the holders of Capital Securities issued by any Issuer Trust provided therein without the prior consent of the holders of each such Capital Security then outstanding unless and until the principal of (and premium, if any, on) the Securities of such series and all accrued and (subject to Section 3.12) unpaid interest (including, subject to Section 3.12, any Additional Interest) thereon have been paid in full. A supplemental indenture unless that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities or any corresponding series of Capital Securities of an Issuer Trust that holds the Securities of any series, or that modifies the rights of the Holders of Securities of such supplemental indenture affects series or holders of such Capital Securities of such corresponding series with respect to such covenant or other provision, shall be deemed not to affect the Indenture Trustee's own rights, duties or immunities rights under this Indenture of the Holders of Securities of any other series or otherwise, in which case the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureholders of Capital Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 3 contracts
Sources: Junior Subordinated Indenture (Centura Banks Inc), Junior Subordinated Indenture (Colonial Bancgroup Inc), Junior Subordinated Indenture (First Hawaiian Capital I)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest aggregate principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder Outstanding Security of each series affected thereby,
(1) change the Stated Maturity of the principal of, or any installment of interest (including any Additional Interest) on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of principal of a Discount Security that would be due and each Liquidity Providerpayable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, no or change the place of payment where, or the coin or currency in which, any Security or interest thereon is payable, or impair the right to institute suit for the enforcement of any such amendment payment on -59- or after the Stated Maturity thereof (or, in the case of redemption, on or supplement to after the Redemption Date), or
(2) reduce the percentage in aggregate principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 5.13 or Section 10.5, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder shall be required for of each Security affected thereby; PROVIDED, FURTHER, that, in the case of the Securities of a series issued to an Issuer Trust, so long as any decrease in any amounts of or the rate corresponding series of interest payable on Capital Securities issued by such Certificate or any extension for the time of payment of any amount payable under Issuer Trust remains outstanding, (i) no such Certificate), or alter or modify the provisions of Article V hereof with respect to the order of priorities in which distributions thereunder amendment shall be made as among Holders that adversely affects the holders of different Series of Certificates or as between the Holder such Capital Securities in any material respect, and the Owner Trustee or the Owner Participant or with respect to the amount or time of payment of any such distribution, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien no termination of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted byoccur, and complying no waiver of any Event of Default or compliance with any covenant under this Indenture shall be effective, without the terms of, Section 13.06 hereof. Upon the request prior consent of the Owner Trustee (holders of at the direction least a majority of the Owner Participant) aggregate Liquidation Amount of such Capital Securities then outstanding unless and upon until the filing with the Indenture Trustee principal of evidence of the consent of Holders (and other documentspremium, if any, required by Section 10.01, on) the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution Securities of such series and all accrued and (subject to Section 3.8) unpaid interest (including any Additional Interest) thereon have been paid in full, and (ii) no amendment shall be made to Section 5.8 of this Indenture that would impair the rights of the holders of Capital Securities issued by an Issuer Trust provided therein without the prior consent of the holders of each such Capital Security then outstanding unless and until the principal of (and premium, if any, on) the Securities of such series and all accrued and (subject to Section 3.8) unpaid interest (including any Additional Interest) thereon have been paid in full. A supplemental indenture unless that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities or any corresponding series of Capital Securities of an Issuer Trust that holds the Securities of any series, or that modifies the rights of the Holders of Securities of such supplemental indenture affects series or holders of such Capital Securities of such corresponding series with respect to such covenant or other provision, shall be deemed not to affect the Indenture Trustee's own rights, duties or immunities rights under this Indenture of the Holders of Securities of any other series or otherwise, in which case the Indenture Trustee may in its discretion, but shall not be obligated to, enter into holders of Capital Securities of any other such supplemental indenturecorresponding series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 3 contracts
Sources: Junior Subordinated Indenture (Fidelity Bancshares Nc Inc /De/), Junior Subordinated Indenture (Fidbank Capital Trust I), Junior Subordinated Indenture (Fidbank Capital Trust I)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of a majority in Interest principal amount of Certificate Holdersthe Outstanding Notes of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (when authorized by the Owner Participant) Company and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of of, this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Notes of such series under this Indenture (including consents obtained in connection with the purchase of, or tender offer or exchange offer for, Notes of such series); provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Note affected thereby:
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Note, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of any Note which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02, or change any Place of Payment where, or the coin or currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);
(2) reduce the percentage in principal amount of the Outstanding Notes of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental hereto, or modification of the terms of, or consent under, any thereof, shall certain defaults hereunder and their consequences) provided for in this Indenture; or
(a3) modify any of the provisions of Section 7.11 hereof or this Section 13.029.02 or Section 6.13, (b) reduce the amount except to increase any such percentage or extend the time to provide that certain other provisions of payment of any amount owing this Indenture cannot be modified or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder shall be required for of each Outstanding Note affected thereby. A supplemental indenture which changes or eliminates any decrease in any amounts covenant or other provision of or the rate of interest payable on such Certificate or any extension this Indenture which has expressly been included solely for the time benefit of payment one or more particular series of any amount payable under such Certificate)Notes, or alter or modify which modifies the provisions rights of Article V hereof the Holders of Notes of such series with respect to the order of priorities in which distributions thereunder such covenant or other provision, shall be made as among Holders of different Series of Certificates or as between deemed not to affect the Holder and the Owner Trustee or the Owner Participant or with respect to the amount or time of payment of any such distribution, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Notes of any other series. It shall not be necessary for the consent any Act of the Holders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 3 contracts
Sources: Indenture (NEWMONT Corp /DE/), Indenture, Indenture (NEWMONT Corp /DE/)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than 66 2/3% in Interest principal amount of Certificate Holdersthe Outstanding Securities of all series affected by the proposed indenture or indentures supplemental hereto referred to below by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no -------- ------- such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or adversely affect the right to convert or exchange any Security, or modify the provisions of any supplemental indenture with respect to the subordination of any Security in a manner adverse to the Holders, or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of Section 7.11 hereof or this Section 13.02or Section 5.13, (b) reduce the amount except to increase any such percentage or extend the time to provide that certain other provisions of payment of any amount owing this Indenture cannot be modified or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment -------- ------- consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to "the Trustee" and concomitant changes in this Section, or the deletion of priorities this proviso, in accordance with the requirements of Sections 6.11(b) and 9.1(7). A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 3 contracts
Sources: Indenture (Citizens Utilities Capital L P), Indenture (Citizens Utilities Capital L P), Indenture (Citizens Utilities Capital L P)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest aggregate principal amount of Certificate Holdersthe Securities then Outstanding, voting together as a single class, by Act of such Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture one or more indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture waiving or of modifying in any manner the rights of the HoldersHolders under this Indenture; provided, however, thatthat no such supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby:
(a) change the Stated Maturity of the principal of, no or any installment of interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon, or change the coin or currency in which the principal of any Security or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such amendment payment after the Stated Maturity thereof; or
(b) reduce the percentage in principal amount of the Outstanding Securities the consent of whose Holders is required for any such supplemental indenture, or supplement to the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental hereto, or modification of the terms of, or consent under, any thereof, shall certain defaults hereunder and their consequences) provided for in this Indenture; or
(ac) modify any of the provisions of Section 7.11 hereof or this Section 13.02902 or Section 513, (b) reduce except to increase any the percentage in principal amount of the Outstanding Securities the consent of whose Holders is required for the relevant action or extend the time to provide that certain other provisions of payment of any amount owing this Indenture cannot be modified or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder shall be required for any decrease in any amounts of or the rate of interest payable on such Certificate or any extension for the time of payment of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof with respect to the order of priorities in which distributions thereunder shall be made as among Holders of different Series of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or with respect to the amount or time of payment of any such distribution, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely Outstanding Security affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent any Act of the Holders under this Section 902 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 3 contracts
Sources: Indenture (CSC Holdings Inc), Indenture (CSC Holdings Inc), Indenture (Cablevision Systems Corp /Ny)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee Company (when authorized by or pursuant to a Board Resolution), the Owner ParticipantGuarantors (each when authorized by or pursuant to a Guarantor’s Board Resolution) and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture the Securities of such series or the Guarantees of such Securities or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture, without the consent of the Holder of each Outstanding Security affected thereby, shall
(1) change the Stated Maturity of the principal of, or premium, if any, or any installment of interest, if any, on, or any Additional Amounts, if any, with respect to, any Security, or reduce the principal amount thereof or the premium, if any, thereon or the rate (or modify the calculation of such rate) of interest thereon, or reduce the amount payable upon redemption thereof, whether such redemption is mandatory or at the option of the Company, or upon repayment thereof at the option of the Holder, or reduce any Additional Amounts payable with respect thereto, or change the obligation of the Company to pay Additional Amounts pursuant to Section 1004 (except as contemplated by Section 801(1) and permitted by Section 901(1)), or reduce the amount of the principal of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502 or the amount thereof provable in bankruptcy pursuant to Section 504, or adversely affect the right of repayment at the option of any Holder and as contemplated by Article Thirteen, or change the Place of Payment where or the Currency in which the principal of, any premium or interest on, or any Additional Amounts with respect to any Security is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or, in the case of repayment pursuant to Article Thirteen at the option of the Holder, on or after the date for repayment) in each Liquidity Providercase as such Stated Maturity, no Redemption Date or date for repayment may, if applicable, be extended in accordance with the terms of such amendment Security or any Coupon appertaining thereto, or in the case of any Security which is convertible into or supplement exchangeable for other securities or property, impair the right to institute suit to enforce the right to convert or exchange such Security in accordance with its terms, or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in Section 513 or 1006 of this Indenture, or modification reduce the requirements of Section 1504 for quorum or voting, or
(3) make any change that adversely affects the terms ofright, if any, to convert or consent underexchange any Security for Common Shares or other securities or property in accordance with its terms, any thereof, shall or
(a4) modify any of the provisions of this Section, Section 7.11 hereof 513 or Section 1006, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder shall be required for any decrease of each Outstanding Security affected thereby, or
(5) modify or affect in any amounts manner adverse to the Holders of or the rate of interest payable on such Certificate or any extension for the time of payment Securities of any amount payable under such Certificate)series the terms and conditions of the obligations of the Guarantors in respect of the due and punctual payments of principal of, or alter or modify the provisions of Article V hereof with respect to the order of priorities in which distributions thereunder shall be made as among Holders of different Series of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or with respect to the amount or time of payment of any such distribution, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documentspremium, if any, required by Section 10.01or interest, if any, on or any sinking fund requirements or Additional Amounts or other amounts payable with respect to, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution Securities of such supplemental indenture unless such supplemental indenture affects series; or release any Guarantor from any of its obligations under any of its Guarantees of the Indenture Trustee's own rights, duties Securities of any series or immunities its obligations under this Indenture in respect of the Securities of any series except in accordance with the terms set forth herein. A supplemental indenture which changes or otherwiseeliminates any covenant or other provision of this Indenture which shall have been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. Anything in which case this Indenture to the Indenture Trustee may in its discretioncontrary notwithstanding, but if more than one series of Securities is Outstanding, the Company and the Guarantors shall not be obligated to, entitled to enter into such a supplemental indentureindenture under this Section 902 with respect to any one or more series of Outstanding Securities without entering into a supplemental indenture with respect to any other series of Outstanding Securities. It shall not be necessary for the consent any Act of the Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 3 contracts
Sources: Indenture (KKR Financial Holdings IV, LLC), Indenture (KKR Financial Holdings IV, LLC), Indenture (KKR Financial Holdings IV, LLC)
Supplemental Indentures with Consent of Holders. With the ----------------------------------------------- consent (evidenced as provided in Article XSection 8.1) of the Majority Holders of not less than a majority in Interest aggregate principal amount of Certificate Holdersthe Outstanding Securities of all series affected by such supplemental indenture (acting as one class), by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company when authorized by the Owner Participant) resolutions of its Board of Directors, and the Indenture Trustee may, may from time to time and at any time, time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture Indenture, or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of the Securities of such series; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity Provider, no Security of such amendment of or supplement to this Indenture or any indenture supplemental hereto, or modification series so affected,
(a) change the Stated Maturity of the terms principal of, or consent underany installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, shall (a) modify any or reduce the amount of the provisions principal of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 7.11 hereof 6.1, or this Section 13.02change any obligation to pay additional amounts, or change any Place of Payment where, or the currency, currencies or currency unit or units in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date),
(b) reduce the percentage in principal amount or extend of the time of payment Outstanding Securities of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only series, the consent of the Holder shall be whose Holders is required for any decrease in any amounts of such supplemental indenture or the rate consent of interest payable on such Certificate or whose Holders is required for any extension for the time waiver (of payment of any amount payable under such Certificate), or alter or modify the compliance with certain provisions of Article V hereof this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture,
(c) change the obligation of the Company, with respect to Outstanding Securities of a series, to maintain an office or agency in the order places and for the purposes specified in Section 4.2 for such series,
(d) if the Securities of priorities in which distributions thereunder shall be made as among Holders such series are convertible into any other security of different Series the Company, make any change that would materially adversely affect the right to convert such Securities,
(e) change the terms of Certificates or as between this Section 10.2. For purposes of this Section 10.2, if the Securities of any series are issuable upon the exercise of warrants, each Holder of an unexercised and the Owner Trustee or the Owner Participant or unexpired warrant with respect to such series shall be deemed to be a Holder of Outstanding Securities of such series in the amount or time issuable upon the exercise of payment such warrant. For such purposes, the ownership of any such distribution, or alter or modify the circumstances under which a Make-Whole Premium warrant shall be payable, or alter the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid determined by the Owner Participant (except Company in a manner consistent with customary commercial practices. The Trustee for such series shall be entitled to rely on an Officers' Certificate as consented to by each Person adversely affected thereby), or (d) create or permit the creation principal amount of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution Securities of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise, series in respect of which case the Indenture Trustee may in its discretion, but consents shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the have been executed by Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenturewarrants.
Appears in 3 contracts
Sources: Multiple Series Indenture (Usx Capital Trust I), Multiple Series Indenture (Usx Corp), Multiple Series Indenture (Usx Capital Trust I)
Supplemental Indentures with Consent of Holders. With the written consent (evidenced as provided in Article X) of the Majority Holders of a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee mayshall, from time subject to time and at any timeSection 903, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof or extend the time for payment thereof, or reduce the amount of the principal of an Original Issue Discount security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or any indenture supplemental hereto, Defaults or modification Events of Default hereunder and their consequences provided for in this Indenture; or
(3) change the terms of, or consent under, any thereof, shall redemption provisions (aincluding Article Eleven) hereof in a manner adverse to such Holder; or
(4) modify any of the provisions of Section 7.11 hereof or this Section 13.02or Section 513, (b) reduce the amount except to increase any such percentage or extend the time to provide that certain other provisions of payment of any amount owing this Indenture cannot be modified or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to "the Trustee" and concomitant changes in this Section, or the deletion of priorities this proviso, in accordance with the requirements of Sections 611(b) and 901(8). A supplemental indenture which distributions thereunder shall be made changes or eliminates any covenant or other provisions of this Indenture which as among expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 3 contracts
Sources: Indenture (American Heritage Life Investment Corp), Indenture (Ingersoll Rand Co), Indenture Agreement (Owens Corning Capital Ii)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority in Interest of Certificate Holders, the Owner Trustee (when authorized by the Owner Participant) The Company and the Trustee may amend this Indenture Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner not permitted by Section 9.01 or eliminating may waive future compliance by the Company with any of the provisions of this Indenture or with the consent of the Holders of at least a majority in aggregate principal amount of the Debentures of each series affected thereby then outstanding (and, in the case of any supplemental indenture or series of modifying in any manner Debentures held as assets of a Trust and with respect to which a Security Exchange has not theretofore occurred, the rights consent of holders of at least a majority of the Holders; provided, however, thataggregate liquidation amount of outstanding Preferred Securities of such Trust). Such an amendment or waiver may not, without the consent of each Holder and each Liquidity Provider, no such amendment of or supplement to this Indenture or any indenture supplemental hereto, or modification of the terms of, or consent under, any thereof, shall Debenture affected thereby:
(a) modify any reduce the principal amount of the provisions of Section 7.11 hereof or this Section 13.02, such Debentures;
(b) reduce the percentage of the principal amount of such Debentures the Holders of which must consent to modify or extend amend of this Indenture or waiver compliance by the time Company with any covenant hereunder or past Default or Event of payment Default;
(c) change (i) the Stated Maturity of any amount owing the principal of or payable under any Certificate or reduce the interest payable on such Debentures, except in connection with any Certificate Extension Period, (except that only the consent of the Holder shall be required for any decrease in any amounts of or ii) the rate of interest payable (or the manner of calculation thereof) on such Certificate Debentures, or (iii) the duration of the maximum consecutive period that payments of interest on such Debentures may be deferred;
(d) change adversely to the Holders the redemption, conversion or exchange provisions applicable to such Debentures, if any;
(e) change the currency in respect of which the payments on such Debentures are to be made;
(f) make any change in Article 10 that adversely affects the rights of the Holders of the Debentures or any extension for change to any other Section hereof that adversely affects their rights under Article 10; or
(g) change Section 6.07 or 6.08; provided that, in the time case of payment the outstanding Debentures of any a series then held by a Trust or the trustee of a Trust, (i) no such amendment or supplement shall be made without the prior consent of the holders of at least a majority of the aggregate liquidation amount payable under such Certificate)of the outstanding Preferred Securities of that Trust, or alter or modify and (ii) if the provisions consent of Article V hereof each Holder of each Debenture of a series is required with respect to the order of priorities in which distributions thereunder shall be made as among Holders of different Series of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or with respect to the amount or time of payment of any such distributionamendment, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Indenture Trustee may in its discretion, but amendment shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for effective without the prior consent of the Holders under this Section to approve the particular form each Holder of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books Preferred Securities of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureapplicable Trust.
Appears in 3 contracts
Sources: Indenture (New York Community Bancorp Inc), Indenture (New York Community Capital Trust I), Indenture (New York Community Bancorp Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of all series affected by such supplemental indenture (voting as one class), by Act of said Holders delivered to the Corporation and the Trustee, the Owner Trustee (Corporation, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture indenture, or of modifying in any manner the rights of the HoldersHolders of Securities under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502 or change the coin or currency in which any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 513 or Section 1006, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to "the Trustee" and concomitant changes in this Section and Section 1006, or the deletion of priorities this proviso, in accordance with the requirements of Sections 611 and 901(8). A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 3 contracts
Sources: Subordinated Indenture (Sempra Energy Holdings), Senior Indenture (Duke Capital Financing Trust Iii), Senior Indenture (Duke Capital Financing Trust V)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 513 or Section 1006, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to "the Trustee" and concomitant changes in this Section and Section 1006, or the deletion of priorities this proviso, in accordance with the requirements of Sections 611 and 901(8). A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner TrusteeAfter a supplemental indenture under this Section 902 becomes effective, the Indenture Company shall mail to the Trustee a notice briefly describing such supplemental indenture or a copy of such supplemental indenture and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a such notice thereof by first-class mail or supplemental indenture to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indentureaffected thereby. Any failure of the Indenture Trustee Company to mail such notice, or any defect therein, or any failure of the Company to mail such supplemental indenture, shall not, however, not in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Junior Subordinated Debt Indenture (Aig Capital Trust I), Subordinated Debt Indenture (Aig Capital Trust I)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or adversely affect the right to convert any Security as provided in Article XIII or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of Section 7.11 hereof or this Section 13.02or Section 5.13, (b) reduce the amount except to increase any such percentage or extend the time to provide that certain other provisions of payment of any amount owing this Indenture cannot be modified or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to “the Trustee” and concomitant changes in this Section, or the deletion of priorities this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), or
(4) change any obligation of ours to maintain an office or agency, or
(5) change any obligation of ours to pay additional amounts, or
(6) adversely affect the right of repayment or repurchase at the option of the Holder, or
(7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Indenture (Jefferies Group Inc /De/), Indenture (Jefferies Group Inc /De/)
Supplemental Indentures with Consent of Holders. With the written consent (evidenced as provided in Article X) of the Majority Holders of a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee mayshall, from time subject to time and at any timeSection 9.3, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof or extend the time for payment thereof, or reduce the amount of the principal of an Original Issue Discount security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change any Place of Payment where, or the coin or currency in which, any security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or any indenture supplemental hereto, Defaults or modification Events of Default hereunder and their consequences provided for in this Indenture; or
(3) change the terms of, or consent under, any thereof, shall redemption provisions (aincluding Article Eleven) hereof in a manner adverse to such Holder; or
(4) modify any of the provisions of Section 7.11 hereof or this Section 13.02or Section 5.13, (b) reduce the amount except to increase any such percentage or extend the time to provide that certain other provisions of payment of any amount owing this Indenture cannot be modified or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to "the Trustee" and concomitant changes in this Section, or the deletion of priorities this proviso, in accordance with the requirements of Sections 6.11(b) and 9.1(8). A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provisions of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Subordinated Debt Indenture (Adelphia Communications Corp), Senior Debt Indenture (Insight Communications Co Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 513 or Section 1011, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to “the Trustee” and concomitant changes in this Section and Section 1011, or the deletion of priorities this proviso, in accordance with the requirements of Sections 611 and 901(8). A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Indenture (Newmont Mining Corp /De/), Indenture (Newmont Mining Corp /De/)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority in Interest of Certificate HoldersThe Company, the Owner Trustee (when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at for the Securities of any time, or all series may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of such Securities and any related coupons under this Indenture, but only with the consent of the Holders of more than 50% in aggregate principal amount of the Outstanding Securities of each series of Securities then Outstanding affected thereby, in each case by Act of said Holders of Securities of each such series delivered to the Company and the Trustee for Securities of each such series; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby:
(1) change the Stated Maturity of the principal of, no such amendment or any instalment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon, if any, or any premium payable upon the redemption thereof, or change any obligation of the Company to pay additional amounts pursuant to Section 1011 (except as contemplated by Section 801(1) and permitted by Section 901(1)) or reduce the amount of the principal of a Discounted Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change the Place of Payment, or the currency or currency unit in which any Security or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); or
(2) reduce the percentage in principal amount of the Outstanding Securities of any particular series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental hereto, or modification of the terms of, or consent under, any thereof, shall certain defaults hereunder and their consequences) provided for in this Indenture; or
(a3) modify any of the provisions of Section 7.11 hereof or this Section 13.02or Section 513 or 1009, (b) reduce the amount except to increase any such percentage or extend the time to provide that certain other provisions of payment of any amount owing this Indenture cannot be modified or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), Holder of a Security or alter or modify the provisions of Article V hereof coupon with respect to changes in the order references to "the Trustee" and concomitant changes in this Section and Section 1009, or the deletion of priorities this proviso, in accordance with the requirements of Sections 609, 61l(b), 901(6) and 901(7). A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Indenture (Philip Morris Companies Inc), Indenture (Philip Morris Companies Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Issuer, the Owner Trustee (Guarantor and the Trustee, the Issuer and the Guarantor, in each case when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture Indenture, or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental Indenture shall, without the consent of the Holder of each Holder Outstanding Security affected thereby,
(a) change the Stated Maturity of the principal of, or any installment of interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon, or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and each Liquidity Providerpayable upon a declaration of acceleration of the maturity thereof pursuant to Section 5.2, no or change any Place of Payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such amendment payment on or after the Stated Maturity thereof (or, in the case of redemption, on or supplement to after the Redemption Date), or
(b) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(ac) modify any of the provisions of Section 7.11 hereof or this Section 13.02or Section 5.11, (b) reduce the amount except to increase any such percentage or extend the time to provide that certain other provisions of payment of any amount owing this Indenture cannot be modified or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder shall be required for any decrease in any amounts of or the rate of interest payable on such Certificate or any extension for the time of payment of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof with respect to the order of priorities in which distributions thereunder shall be made as among Holders of different Series of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or with respect to the amount or time of payment of any such distribution, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely Outstanding Security affected thereby), or or
(d) create or permit adversely affect the creation of any Lien on the Trust Indenture Estate or any part thereof prior right to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documentsrepayment, if any, required by Section 10.01of Securities of any series at the option of the Holders thereof. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the Indenture Trustee shall join with rights of the Owner Trustee and the Lessee in the execution Holders of Securities of such supplemental indenture unless series with respect to such supplemental indenture affects covenant or other provision, shall be deemed not to affect the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Indenture (Sabra Health Care REIT, Inc.), Indenture (Sabra Health Care Limited Partnership)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article XSection 1.02) of the Majority Holders of not less than a majority in Interest aggregate principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture (each series voting separately as a class), the Owner Trustee (Company, when authorized by a Board Resolution, the Owner Participant) Guarantors, if any, when authorized by a Board Resolution, and the Indenture Trustee may, may from time to time and at any time, time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of the Securities of each such series; provided, however, that, without the consent of each Holder and each Liquidity Provider, that no such amendment supplemental indenture shall (i) change the Stated Maturity of or supplement to this Indenture or any indenture supplemental heretoSecurity, or modification of the terms of, or consent under, any thereof, shall (a) modify any of the provisions of Section 7.11 hereof or this Section 13.02, (b) reduce the amount rate or extend change the time of payment of any amount owing or payable under any Certificate interest thereon, or reduce the principal amount thereof or any premium thereon, or make the principal thereof or interest or premium thereon payable in any coin or currency other than that provided in the Securities or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the Maturity thereof pursuant to Section 5.02 or the amount thereof provable in bankruptcy pursuant to Section 5.03 or impair the right to institute suit for enforcement of any such payment on any Certificate or after the Stated Maturity thereof (except that only or, in the case of redemption, on or after the Redemption Date), or adversely affect the right of repayment, if any, at the option of the Holder without the consent of the Holder shall be of each Security so affected, (ii) reduce the aforesaid percentage of Securities, the Holders of which are required to consent to any such supplemental indenture, or the Holders of which are required for any decrease waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, (iii) modify the obligation of the Company to maintain an office or agency pursuant to Section 10.02, (iv) release any amounts Guarantor from its obligations under its Guarantee (other than in accordance with the terms thereof) or (v) make any change in the subordination provisions hereof that would adversely affect the Holders without the consent of the Holder of each Security so affected. A supplemental indenture which changes or the rate eliminates any covenant or other provision of interest payable on such Certificate or any extension this Indenture which has expressly been included solely for the time benefit of payment one or more particular series of any amount payable under such Certificate)Securities, or alter or modify which modifies the provisions rights of Article V hereof the Holders of Securities of such series with respect to the order of priorities in which distributions thereunder such covenant or other provision, shall be made as among deemed not to affect the rights under this Indenture of the Holders of different Series of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or with respect to the amount or time of payment Securities of any such distribution, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereofother series. Upon the request of the Owner Trustee (at Company, accompanied by a Board Resolution authorizing the direction execution of the Owner Participant) any such supplemental indenture, and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01as aforesaid, the Indenture Trustee shall join with the Owner Trustee Company and the Lessee Guarantors, if any, in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Subordinated Indenture (Cottonwood Land Co), Subordinated Indenture (Peabody Energy Corp)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest aggregate principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, that,that no such supplemental indenture shall, without the consent of the Holder of each Holder Outstanding Security of each series affected thereby,
(1) change the Stated Maturity of the principal of, or any installment of interest (including any Additional Interest) on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of principal of a Discount Security that would be due and each Liquidity Providerpayable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, no or change the place of payment where, or the coin or currency in which, any Security or interest thereon is payable, or impair the right to institute suit for the enforcement of any such amendment payment on or after the Stated Maturity thereof (or, in the case of redemption, on or supplement to after the Redemption Date), or
(2) reduce the percentage in aggregate principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 5.13 or Section 10.5, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder shall be required for of each Security affected thereby; provided, further, that, in the case of the Securities of a series issued to an Issuer Trust, so long as any decrease in any amounts of or the rate corresponding series of interest payable on Capital Securities issued by such Certificate or any extension for the time of payment of any amount payable under Issuer Trust remains outstanding, (i) no such Certificate), or alter or modify the provisions of Article V hereof with respect to the order of priorities in which distributions thereunder amendment shall be made as among Holders that adversely affects the holders of different Series of Certificates or as between the Holder such Capital Securities in any material respect, and the Owner Trustee or the Owner Participant or with respect to the amount or time of payment of any such distribution, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien no termination of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted byoccur, and complying no waiver of any Event of Default or compliance with any covenant under this Indenture shall be effective, without the terms of, Section 13.06 hereof. Upon the request prior consent of the Owner Trustee (holders of at the direction least a majority of the Owner Participantaggregate Liquidation Amount (as defined in the related Trust Agreement) of such Capital Securities then outstanding unless and upon until the filing with the Indenture Trustee principal of evidence of the consent of Holders (and other documentspremium, if any, required by Section 10.01, on) the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution Securities of such series and all accrued and (subject to Section 3.8) unpaid interest (including any Additional Interest) thereon have been paid in full, and (ii) no amendment shall be made to Section 5.8 of this Indenture that would impair the rights of the holders of Capital Securities issued by an Issuer Trust provided therein without the prior consent of the holders of each such Capital Security then outstanding unless and until the principal of (and premium, if any, on) the Securities of such series and all accrued and (subject to Section 3.8) unpaid interest (including any Additional Interest) thereon have been paid in full. A supplemental indenture unless that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities or any corresponding series of Capital Securities of an Issuer Trust that holds the Securities of any series, or that modifies the rights of the Holders of Securities of such supplemental indenture affects series or holders of such Capital Securities of such corresponding series with respect to such covenant or other provision, shall be deemed not to affect the Indenture Trustee's own rights, duties or immunities rights under this Indenture of the Holders of Securities of any other series or otherwise, in which case the Indenture Trustee may in its discretion, but shall not be obligated to, enter into holders of Capital Securities of any other such supplemental indenturecorresponding series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Junior Subordinated Indenture (Equitable Resources Capital Trust I), Junior Subordinated Indenture (Equitable Resources Capital Trust I)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company and the Guarantors, when each is authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby:
(1) change the Stated Maturity of the principal of, no or any installment of interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such amendment payment after the Stated Maturity thereof (or, in the case of redemption, on or supplement to after the Redemption Date), or
(2) reduce the percentage in principal amount of the Outstanding Securities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of Section 7.11 hereof or this Section 13.02or Sections 513 and 1021, (b) reduce the amount except to increase any such percentage or extend the time to provide that certain other provisions of payment of any amount owing this Indenture cannot be modified or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder shall be required for of each Outstanding Security affected thereby, or
(4) modify any decrease in any amounts of or the rate of interest payable on such Certificate or any extension for the time of payment of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof with respect this Indenture relating to a Change in Control in a manner adverse to the order of priorities in which distributions thereunder shall be made as among Holders of different Series of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or with respect to the amount or time of payment of Outstanding Securities, or
(5) modify any such distribution, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien provisions of this Indenture on relating to the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request subordination of the Owner Trustee (at Securities in a manner adverse to the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenturethereof. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Indenture (Tyco International LTD /Ber/), First Supplemental Indenture (Tyco International LTD /Ber/)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest aggregate principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Company Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of of, this Indenture Indenture, or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security of such series affected thereby:
(a) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest, if any, on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change the Company’s obligation to maintain an office or agency for payment of Securities and the other matters specified herein, or the coin or currency in which any Security is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or alter the method of computation of interest;
(b) reduce the percentage in aggregate principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental hereto, or modification of the terms of, or consent under, any thereof, shall certain defaults hereunder and their consequences) provided for in this Indenture;
(ac) modify any of the provisions of this Section, Section 7.11 hereof 5.13 and Section 10.06 except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to “the Trustee” and concomitant changes in this Section and Section 10.06, or the deletion of priorities this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h);
(d) if the Securities of any series are convertible into or for any other securities or property of the Company, make any change that adversely affects in any material respect the right to convert any Security of such series (except as permitted by Section 9.01) or decrease the conversion rate or increase the conversion price of any such Security of such series, unless such decrease or increase is permitted by the terms of such Security. A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear ; or
(e) make payments on the registry books of the Registrar, setting forth in general terms the substance Securities of such supplemental indenture. Any failure of the Indenture Trustee to mail series payable in currency other than as originally stated in such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureSecurity.
Appears in 2 contracts
Sources: Indenture (Teledyne Technologies Inc), Indenture (Teledyne Technologies Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) Board Resolutions, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders; providedHolders of Securities of such series under this Indenture. However, however, thatno such supplemental Indenture, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby, no shall
(1) change the Maturity of the principal of, or the Stated Maturity of, or any installment of interest on, any Security, or reduce the principal amount thereof (including in the case of an Original Issue Discount Security the amount payable upon acceleration of the Maturity thereof) or any premium thereon or the rate of interest thereon, or change the method of computing the amount of principal thereof on any date, or eliminate a Place of Payment where, or the coin or currency in which, any Security or any premium thereon or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such amendment payment on or after the Maturity or the Stated Maturity, as the case may be, thereof (or, in the case of redemption or supplement to a repayment, on or after the Redemption Date or the Repayment Date, as the case may be);
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental hereto, or modification of the terms of, or consent under, any thereof, shall certain Defaults hereunder and their consequences) provided for in this Indenture;
(a3) modify any of the provisions of this Section, or Sections 508, 512, 513 or Section 7.11 hereof 1008, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder shall be required for any decrease of each Outstanding Security affected thereby; or
(4) modify or affect in any amounts manner adverse to the Holders of the Securities the terms and conditions of the obligation of the Company in respect of the due and punctual payment of the principal of or the rate of premium or interest payable on such Certificate or any extension for the time of payment of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof with respect to the order of priorities in which distributions thereunder shall be made as among Holders of different Series of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or with respect to the amount or time of payment of any such distribution, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VIISecurities. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Indenture Trustee may in its discretionThe Company may, but shall not be obligated to, enter into fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Subordinated Indenture (Firstmerit Corp /Oh/), Senior Indenture (Firstmerit Corp /Oh/)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities, by Act of said Holders delivered to the Company, the Owner Trustee (Guarantor and the Trustee, the Company, and the Guarantor, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no or any installment of interest (including any Additional Interest) on, any Security, or reduce the principal amount thereof or the rate of interest thereon, or change the place of payment where, or the coin or currency in which, any Security or interest thereon is payable, or impair the right to institute suit for the enforcement of any such amendment payment on or after the Stated Maturity thereof (or, in the case of redemption, on or supplement after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders,
(2) reduce the percentage in principal amount of the Outstanding Securities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders in required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of Section 7.11 hereof or this Section 13.02or Section 513, (b) reduce the amount except to increase any such percentage or extend the time to provide that certain other provisions of payment of any amount owing this Indenture cannot be modified or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder shall be required for any decrease in any amounts of or the rate of interest payable on such Certificate or any extension for the time of payment of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof with respect to the order of priorities in which distributions thereunder shall be made as among Holders of different Series of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or with respect to the amount or time of payment of any such distribution, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely Outstanding Security affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Indenture (Enron Capital Trust Ii), Indenture (Enron Capital Trust Ii)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest aggregate principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change any obligation of the Company to pay additional amounts pursuant to SECTION 1007 (except as contemplated by SECTIONS 801 AND 802 and permitted by SECTION 901(1)), or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to SECTION 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or
(3) change any indenture supplemental hereto, or modification obligation of the terms ofCompany to maintain an office or agency in the places and for the purposes specified in SECTION 1002, or consent under, any thereof, shall or
(a4) modify any of the provisions of Section 7.11 hereof this Section, SECTION 513 OR SECTION 1006, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to "the Trustee" and concomitant changes in this Section and SECTION 901, or deletion of priorities this proviso, in accordance with the requirements of SECTIONS 611 AND 901(7). A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Indenture (Encysive, L.P.), Indenture (Mission E&p Limited Partnership)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series and any related coupons under this Indenture; providedPROVIDED, howeverHOWEVER, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the Redemption Date thereof, or change any obligation of the Company to pay additional amounts pursuant to SECTION 10.04 (except as contemplated by SECTION 8.01(1) and permitted by SECTION 9.01(1)), or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to SECTION 5.02 or change the coin or currency in which any Security or any premium or interest thereon is payable, or change any right of redemption, purchase or repayment by the Company at the option of the Holder, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the 50 consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification reduce the requirements of SECTION 14.04 for quorum or voting, or
(3) change any obligation of the terms ofCompany to maintain an office or agency in the places and for the purposes specified in SECTION 10.02, or consent under, any thereof, shall or
(a4) modify any of the provisions of Section 7.11 hereof this Section, SECTION 5.13 or SECTION 10.08 except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; PROVIDED, HOWEVER, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), Holder of a Security or alter or modify the provisions of Article V hereof coupon with respect to changes in the order references to "the Trustee" and concomitant changes in this Section and SECTION 10.08 or the deletion of priorities this provision, in accordance with the requirements of SECTIONS 6.11(b) and 9.01(8). A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Subordinated Indenture (Illinois Power Co), Subordinated Indenture (Illinois Power Co)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest aggregate principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Vote, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any such Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change any Place of Payment where, or the coin or currency in which, any such Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date),
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 5.13 or Section 10.09, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to "the Trustee" and concomitant changes in this Section and Section 10.09 or the deletion of priorities this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8). A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretionHolders of Securities of any other series. The Company may, but shall not be obligated to, enter into fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed for such purpose, the Holders on such record date or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Indenture (Boston Private Financial Holdings Inc), Indenture (Boston Private Financial Holdings Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 513 or Section 1008, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to "the Trustee" and concomitant changes in this Section and Section 1008, or the deletion of priorities this proviso, in accordance with the requirements of Sections 611 and 901(8). A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after The Company may, but shall not be obligated to, fix a record date for the execution by purpose of determining the Owner TrusteePersons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Indenture Trustee Holders on such record date, or their duly designated proxies, and the Lessee of any supplemental indenture pursuant only such Persons, shall be entitled to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail consent to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure , whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the Indenture Trustee requisite percentage having been obtained prior to mail the date which is 90 days after such noticerecord date, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureconsent previously given shall automatically and without further action by any Holder be cancelled and of no further effect.
Appears in 2 contracts
Sources: Indenture (Alexanders Inc), Indenture (Alexanders Inc)
Supplemental Indentures with Consent of Holders. With The Issuer and the consent (evidenced as provided in Article X) of the Majority in Interest of Certificate HoldersIndenture Trustee, the Owner Trustee (when authorized by an Issuer Order, also may, with prior notice to the Owner Participant) Rating Agencies and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Bonds of each Series or Class to be affected, by Act of such Holders delivered to the Issuer and the Indenture Trustee may, from time to time and at any timeTrustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of of, this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of the Bonds under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and Outstanding Bond of each Liquidity Provider, no such amendment Series or Class affected thereby:
(i) change the date of payment of any installment of principal of or supplement premium, if any, or interest on any Bond, or reduce the principal amount thereof, the interest rate thereon or premium, if any, with respect thereto, change any Optional Redemption Price, change the provisions of this Indenture and the related applicable Series Supplement relating to the application of collections on, or the proceeds of the sale of, the Series Collateral to payment of principal of or premium, if any, or interest on such Bonds, or change any place of payment where, or the coin or currency in which, any Bond or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Bonds on or after the respective due dates thereof (or, in the case of optional redemption, on or after the Optional Redemption Date);
(ii) reduce the percentage of the Outstanding Amount of the Bonds or of a Series or Class thereof, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or any indenture supplemental hereto, certain defaults hereunder and their consequences provided for in this Indenture;
(iii) modify or modification alter the provisions of the terms of, proviso to the definition of the term "Outstanding";
(iv) reduce the percentage of the Outstanding Amount of the Bonds required to direct the Indenture Trustee to direct the Issuer to sell or consent under, liquidate the Series Collateral securing such Bonds pursuant to Section 5.04;
(v) modify any thereof, shall provision of this Section to decrease any minimum percentage specified herein necessary to approve any amendments to any provisions of this Indenture;
(avi) modify any of the provisions of Section 7.11 hereof or this Section 13.02, (b) reduce Indenture in such manner as to affect the calculation of the amount or extend the time of any payment of any amount owing interest, principal or payable under any Certificate or reduce the interest payable premium, if any, due on any Certificate Bond on any Payment Date (except that only including the consent calculation of any of the Holder shall be required for any decrease in any amounts individual components of or the rate of interest payable on such Certificate or any extension for the time of payment of any amount payable under such Certificatecalculation), or alter or modify the provisions of Article V hereof with respect to the order of priorities in which distributions thereunder shall be made as among Holders of different Series of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or with respect to the amount or time of payment of any such distribution, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, ;
(cvii) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof ranking prior to or pari passu on a parity with the Lien lien of this IndentureIndenture with respect to any part of the Collateral or, except as expressly otherwise permitted or contemplated herein, or deprive any Holder of terminate the benefit of the Lien lien of this Indenture on any property at any time subject hereto or deprive the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise Holder of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request Bond of the Owner Trustee security provided by the lien of this Indenture; or
(at viii) cause any material adverse federal income tax consequence to the direction of Seller, the Owner Participant) and upon Issuer, the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01Managers, the Indenture Trustee shall join with or the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenturethen existing Holders. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, Issuer and the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee Issuer shall mail a notice thereof by first-class mail to the Rating Agencies and the Holders at their addresses as they shall appear on the registry books of the Registrar, Bonds to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. If any Bonds are listed on the Luxembourg Stock Exchange and the rules of such exchange so require, the Issuer's listing agent shall arrange for publication in accordance with such rules of a notice that the notice regarding the Supplemental Indenture shall be available with the Issuer's listing agent in Luxembourg appointed pursuant to Section 3.02.
Appears in 2 contracts
Sources: Indenture (Oncor Electric Delivery Transition Bond Co LLC), Indenture (Oncor Electric Delivery Transition Bond Co LLC)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest aggregate principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Corporation and the Trustee, the Owner Trustee (Corporation, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder Outstanding Security of each series affected thereby,
(1) change the Stated Maturity of the principal of, or any installment of interest (including any Additional Interest) on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of principal of a Discount Security that would be due and each Liquidity Providerpayable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, no or change the place of payment where, or the coin or currency in which, any Security or interest (including any Additional Interest) thereon is payable, or impair the right to institute suit for the enforcement of any such amendment payment on or after the Stated Maturity thereof (or, in the case of redemption, on or supplement to after the Redemption Date), or
(2) reduce the percentage in aggregate principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of Section 7.11 hereof or this Section 13.029.2, (b) reduce the amount Section 5.13 or extend the time Section 10.5, except to increase any such percentage or to provide that certain other provisions of payment of any amount owing this Indenture cannot be modified or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder shall be required for of each Security affected thereby; provided further, however, that, in the case of Securities of a series issued to an Issuer Trust, so long as any decrease in any amounts of or the rate corresponding series of interest payable on Preferred Securities issued by such Certificate or any extension for the time of payment of any amount payable under Issuer Trust remains outstanding, (i) no such Certificate), or alter or modify the provisions of Article V hereof with respect to the order of priorities in which distributions thereunder amendment shall be made as among Holders that adversely affects the holders of different Series of Certificates or as between the Holder such Preferred Securities in any material respect, and the Owner Trustee or the Owner Participant or with respect to the amount or time of payment of any such distribution, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien no termination of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted byoccur, and complying no waiver of any Event of Default or compliance with any covenant under this Indenture shall be effective, without the terms of, Section 13.06 hereof. Upon the request prior consent of the Owner Trustee holders of at least a Majority in Liquidation Amount of such Preferred Securities (at as defined in the direction related Declaration of Trust) unless and until the Owner Participant) principal of (and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documentspremium, if any, required by Section 10.01, on) the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution Securities of such series and all accrued and (subject to Section 3.12) unpaid interest (including, subject to Section 3.12, any Additional Interest) thereon have been paid in full, and (ii) no amendment shall be made to Section 5.8 of this Indenture that would impair the rights of the holders of Preferred Securities issued by any Issuer Trust provided therein without the prior consent of the holders of each such Preferred Security then outstanding unless and until the principal of (and premium, if any, on) the Securities of such series and all accrued and (subject to Section 3.12) unpaid interest (including, subject to Section 3.12, any Additional Interest) thereon have been paid in full. A supplemental indenture unless that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities or any corresponding series of Preferred Securities of an Issuer Trust that holds the Securities of any series, or that modifies the rights of the Holders of Securities of such supplemental indenture affects series or holders of such Preferred Securities of such corresponding series with respect to such covenant or other provision, shall be deemed not to affect the Indenture Trustee's own rights, duties or immunities rights under this Indenture of the Holders of Securities of any other series or otherwise, in which case the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureholders of Preferred Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Junior Subordinated Indenture (Bt Capital Trust B), Junior Subordinated Indenture (Bt Preferred Capital Trust Iv)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any instalment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 513 or Section 1009, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to "the Trustee" and concomitant changes in this Section and Section 1009, or the deletion of priorities this proviso, in accordance with the requirements of Sections 611 and 901(8). A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Indenture (Dime Bancorp Inc), Indenture (Dime Bancorp Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for Securities of such series) by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture indenture, or of modifying in any manner the rights of the HoldersHolders of Securities under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity or fixed Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate or change the time or place of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502 or change the coin or currency in which any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental hereto, or modification of the terms of, or consent under, any thereof, shall certain Defaults hereunder and their consequences) provided for in this Indenture;
(a3) modify any of the provisions of this Section, Section 7.11 hereof 513 or Section 1006, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order of priorities references to “the Trustee” and concomitant changes in which distributions thereunder shall be made as among Holders of different Series of Certificates or as between the Holder this Section and the Owner Trustee Section 1006, or the Owner Participant or deletion of this proviso, in accordance with respect to the amount or time requirements of Sections 611 and 901(14);
(4) waive a Default in the payment of any such distribution, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms principal of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documentspremium, if any, required or interest or additional interest, if any, on any Securities (except a rescission of acceleration of the Securities by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee Holders of at least a majority in the execution aggregate principal amount of such supplemental indenture unless Securities and a waiver of the payment Default that resulted from such supplemental indenture affects acceleration);
(5) modify any of the provisions of this Indenture Trustee's own rightsrelating to the rights of Holders of Securities to receive payments of principal of, duties premium, if any, or immunities interest or additional interest, if any, on the Securities;
(6) change the ability of Holders of Securities to enforce their rights under this Indenture or otherwise, in which case the foregoing provisions of this section or this Section 902(6);
(7) modify the ranking provisions of the Indenture Trustee may in its discretiona manner adverse to the Holders of Securities; or
(8) make any other change specified in a prospectus supplement or other offering document relating to the Securities of that series. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, but or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not be obligated to, enter into such supplemental indentureto affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Senior Indenture (Alpha Natural Resources, Inc.), Senior Indenture (Massey Energy Co)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest aggregate principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Corporation and the Trustee, the Owner Trustee (Corporation, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder Outstanding Security of each series affected thereby,
(1) change the Stated Maturity of the principal of, or any installment of interest (including any Additional Interest) on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of principal of a Discount Security that would be due and each Liquidity Providerpayable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, no or change the place of payment where, or the coin or currency in which, any Security or interest thereon is payable, or impair the right to institute suit for the enforcement of any such amendment payment on or after the Stated Maturity thereof (or, in the case of redemption, on or supplement to after the Redemption Date), or
(2) reduce the percentage in aggregate principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 5.13 or Section 10.5, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder shall be required for of each Security affected thereby; provided, further, that, in the case of the Securities of a series issued to an Issuer Trust, so long as any decrease in any amounts of or the rate corresponding series of interest payable on Capital Securities issued by such Certificate or any extension for the time of payment of any amount payable under Issuer Trust remains outstanding, (i) no such Certificate), or alter or modify the provisions of Article V hereof with respect to the order of priorities in which distributions thereunder amendment shall be made as among Holders that adversely affects the holders of different Series of Certificates or as between the Holder such Capital Securities in any material respect, and the Owner Trustee or the Owner Participant or with respect to the amount or time of payment of any such distribution, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien no termination of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted byoccur, and complying no waiver of any Event of Default or compliance with any covenant under this Indenture shall be effective, without the terms of, Section 13.06 hereof. Upon the request prior consent of the Owner Trustee (holders of at the direction least a majority of the Owner Participantaggregate Liquidation Amount (as defined in the related Trust Agreement) of such Capital Securities then outstanding unless and upon until the filing with the Indenture Trustee principal of evidence of the consent of Holders (and other documentspremium, if any, required by Section 10.01, on) the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution Securities of such series and all accrued and (subject to Section 3.8) unpaid interest (including any Additional Interest) thereon have been paid in full, and (ii) no amendment shall be made to Section 5.8 of this Indenture that would impair the rights of the holders of Capital Securities issued by any Issuer Trust provided therein without the prior consent of the holders of each such Capital Security then outstanding unless and until the principal of (and premium, if any, on) the Securities of such series and all accrued and (subject to Section 3.12) unpaid interest (including any Additional Interest) thereon have been paid in full. A supplemental indenture unless that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities or any corresponding series of Capital Securities of an Issuer Trust that holds the Securities of any series, or that modifies the rights of the Holders of Securities of such supplemental indenture affects series or holders of such Capital Securities of such corresponding series with respect to such covenant or other provision, shall be deemed not to affect the Indenture Trustee's own rights, duties or immunities rights under this Indenture of the Holders of Securities of any other series or otherwise, in which case the Indenture Trustee may in its discretion, but shall not be obligated to, enter into holders of Capital Securities of any other such supplemental indenturecorresponding series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Junior Subordinated Indenture (Compass Trust Ii), Junior Subordinated Indenture (Bank of New York Co Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Debentures, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of the Debentures under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Debenture affected thereby,
(a) extend the Stated Maturity of the principal of, no or any installment of interest on, any Debenture, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof or change the coin or currency in which any Debenture or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such amendment payment on or after the Stated Maturity thereof, or, in the case of redemption pursuant to Article 10, on or supplement to after the Redemption Date, or
(b) reduce the percentage in principal amount of the Outstanding Debentures, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with provisions of this Indenture or any indenture supplemental heretodefaults hereunder and their consequences provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(ac) modify any of the provisions of this Section, Section 7.11 hereof 5.12 or Section 9.10, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder shall be required for any decrease in any amounts of or the rate of interest payable on such Certificate or any extension for the time of payment of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof with respect to the order of priorities in which distributions thereunder shall be made as among Holders of different Series of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or with respect to the amount or time of payment of any such distribution, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely Debenture affected thereby), or or
(d) create or permit subordinate the creation of Indebtedness evidenced by the Debentures to any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder Indebtedness of the benefit of the Lien of this Indenture on the Trust Indenture EstateCompany other than Senior Indebtedness, except as provided in Section 7.02 hereof Article 12, or
(e) impair or restrict the rights of the Holders of the Debentures to redemption of Debentures prior to the Stated Maturity thereof under the circumstances set forth in, and in connection accordance with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms provisions of, Section 13.06 hereof. Upon Article 10, or
(f) impair or restrict the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee conversion rights provided in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureArticle 11. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Indenture (Code Alarm Inc), Indenture (Meridian Bioscience Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture or any indentures supplemental hereto; providedPROVIDED, howeverHOWEVER, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 5.13 or Section 10.8, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby, PROVIDED, HOWEVER, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to “the Trustee” and concomitant changes in this Section and Section 10.8, or the deletion of priorities this proviso, in accordance with the requirements of Sections 6.11(b) and 9.1(9). A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Indenture (AbbVie Inc.), Indenture (Abbott Laboratories)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest aggregate principal amount of Certificate Holdersthe Outstanding Securities of all series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange for Securities), voting together as a single series, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (when authorized by the Owner Participant) Company and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatno such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security of such series affected thereby:
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security;
(2) reduce the principal amount of any Security or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or reduce the rate of interest on any Security;
(3) reduce any premium payable upon the redemption of or change the date on which any Security may or must be redeemed (it being understood that a change to any notice requirement with respect to such date shall not be deemed to be a change of such date);
(4) change the coin or currency in which the principal of or premium, if any, or interest on any Security is payable;
(5) impair the right of any Holder to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);
(6) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental hereto, or modification of the terms of, or consent under, any thereof, shall certain defaults hereunder and their consequences) provided for in this Indenture;
(a7) modify any of the provisions of Section 7.11 hereof or this Section 13.02902, (b) reduce the amount Section 512 or extend the time Section 1005, except to increase any such percentage or to provide that certain other provisions of payment of any amount owing this Indenture cannot be modified or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to “the Trustee” and concomitant changes in this Section 902 and Section 1005, or the deletion of priorities this proviso, in accordance with the requirements of Section 611 and Section 901(6); or
(8) if the Securities of any series are convertible into or for any other securities or property of the Company, make any change that adversely affects in any material respect the right to convert any Security of such series (except as permitted by Section 901) or decrease the conversion rate or increase the conversion price of any such Security of such series, unless such decrease or increase is permitted by the terms of such Security. A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section 902 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner TrusteeAfter a supplemental indenture under this Section 902 becomes effective, the Indenture Company shall send to the Trustee and the Lessee of any a notice briefly describing such supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail or a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance copy of such supplemental indentureindenture and the Trustee shall send such notice or supplemental indenture to Holders affected thereby. Any failure of the Indenture Trustee Company to mail send such notice, or any defect therein, or any failure of the Company to send such supplemental indenture, shall not, however, not in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Indenture (Cisco Systems, Inc.), Indenture (Cisco Systems, Inc.)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental hereto, or modification of the terms of, or consent under, any thereof, shall certain defaults hereunder and their consequences) provided for in this Indenture; or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 513 or Section 1008, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to “the Trustee” and concomitant changes in this Section and Section 1008, or the deletion of priorities this proviso, in accordance with the requirements of Sections 611 and 901(8); or
(4) make any change that adversely affects the right to convert any Security of any series pursuant to Section 301 (except as permitted by Section 901) or decrease the conversion rate or increase the conversion price of any such Security of such series. A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Indenture (M I Homes Inc), Indenture (M I Homes Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 513 or Section 1008, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to "the Trustee" and concomitant changes in this Section and Section 1008, or the deletion of priorities this proviso, in accordance with the requirements of Sections 611 and 901(8), or
(4) if applicable, make any change that adversely affects the right to convert any security as provided in Article Fourteen or pursuant to Section 301 (except as permitted by Section 901(9)) or decrease the conversion rate or increase the conversion price of any such security. A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Indenture (Forest City Enterprises Inc), Indenture (Forest City Enterprises Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or the rate of accretion of any Original Issue Discount Security or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 5.8 or Section 5.13 except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order of priorities references to "the Trustee" and concomitant changes in which distributions thereunder shall be made as among Holders of different Series of Certificates or as between the Holder and the Owner Trustee this Section, or the Owner Participant or with respect to the amount or time deletion of payment of any such distributionthis proviso, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu accordance with the Lien requirements of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, Sections 6.11(b) and complying with the terms of, Section 13.06 hereof9.1(8). Upon the request of the Owner Trustee (at Company, accompanied by a copy of a Board Resolution authorizing the direction execution of the Owner Participant) any such supplemental indenture, and upon the filing with the Indenture Trustee of evidence of the consent of the Holders and other documents, if any, required by Section 10.01as aforesaid, the Indenture Trustee shall join with the Owner Trustee and the Lessee Company in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Indenture Trustee may may, in its discretion, discretion but shall not be obligated to, enter into in such supplemental indenture. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Indenture (Alberto Culver Co), Indenture (Alberto Culver Co)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture voting as one class, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under the Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(a) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or
(b) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(ac) modify any of the provisions of this Section, Section 7.11 hereof 5.13 or Section 10.10, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to "the Trustee" and concomitant changes in this Section and Section 10.10, or the deletion of priorities this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(h). A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Indenture (Pitney Bowes Inc /De/), Indenture (Pitney Bowes Credit Corp)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon any Security, or reduce the amount of the principal of, or any premium, or any interest on, an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, manner or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on, or with respect to, or the conversion of any Security, or modify the provisions of this Indenture with respect to the subordination of series of Securities to which such provisions apply in a manner adverse to the Holders of Securities of such series, or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of Section 7.11 hereof or this Section 13.02or Section 513, (b) reduce the amount except to increase any such percentage or extend the time to provide that certain other provisions of payment of any amount owing this Indenture cannot be modified or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to “the Trustee” and concomitant changes in this Section, or the deletion of priorities this proviso, in which distributions thereunder shall be made accordance with the requirements of Sections 611 and 901(8),
(4) if applicable, make any change that adversely affects the right to convert any security as among provided in Article Fourteen or pursuant to Section 301 (except as permitted by Section 901(9)) or decrease the conversion rate or increase the conversion price of any such security, or
(5) change the ranking of any series of Securities. In addition, subject to Sections 508 and 513, the Holders of different Series a majority in aggregate principal amount of Certificates the Outstanding Securities of any series may, by notice to the Trustee, waive compliance by the Company with any provision of this Indenture or as between such Securities, in a particular instance or generally, without notice to any other Holder; provided that no such waiver shall extend to or affect such term, provision or condition except to the Holder extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the Owner duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the Owner Participant benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Indenture (Epicor Software Corp), Indenture (Brocade Communications Systems Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided of Holders of not less than a majority in Article X) principal amount of the Majority in Interest Outstanding Notes of Certificate Holdersall series affected by such supplemental indenture, provided pursuant to a vote of the Holders of such affected series, voting together as a single class, at a meeting of Holders at which a quorum is present (or by providing their written consent to the extent permitted under Argentine law and this Indenture), the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Notes of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Note affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Note; or
(2) reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce or change any obligations to pay, any Additional Amounts; or
(3) permit the redemption of a Note if not previously permitted; or
(4) reduce the amount of principal of an Original Issue Discount Note or any other Note which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2; or
(5) change any Place of Payment where, or the currency in which, any Note or any premium, interest or Additional Amounts thereon is payable; or
(6) impair the right to institute suit for the enforcement of any payment on or with respect to any Note on or after the maturity date thereof (or, in the case of redemption, on or after the date of redemption); or
(7) reduce the percentage in principal amount of Outstanding Notes of any series, the consent of whose Holders is required for any such supplemental indenture; or
(8) reduce the percentage in principal amount of Outstanding Notes of any series, the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or any indenture supplemental hereto, or modification certain defaults hereunder and their consequences; or
(9) reduce the percentage in principal amount of the terms ofOutstanding Notes of any series, or the consent under, of the Holders of which is required for the adoption of a resolution at a meeting of Holders held pursuant to Section 9.6 of this Indenture; or
(10) reduce the percentage in principal amount of the Outstanding Notes of any thereof, shall series that is required for a quorum at a meeting of Holders of Notes; or
(a11) reduce the percentage in principal amount of the Outstanding Notes of any series that is required to request the calling of a meeting of Holders; or
(12) modify any of the provisions of Section 7.11 hereof or this Section 13.029.2, (b) reduce Section 5.13 or Section 10.17, except to increase the amount percentage provided therein or extend the time to provide that certain other provisions of payment of any amount owing this Indenture cannot be modified or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Note affected thereby; provided, however, that this clause shall not be required for deemed to require the consent of any decrease Holder with respect to changes in any amounts of the references to “the Trustee” and concomitant changes in this Section 9.2 and Section 10.17, or the rate deletion of interest payable on such Certificate this proviso, in accordance with the requirements of Section 6.11 and 9.1(7); or
(13) waive or any extension for amend Section 10.5; or
(14) amend Section 1.11; provided, further, that, notwithstanding the time of payment of any amount payable under such Certificateabove, if the Company becomes subject to an acuerdo preventivo extrajudicial procedure (an Argentine out-of-court reorganization procedure), a concurso preventivo proceeding (an Argentine voluntary reorganization proceeding), or alter or modify any other reorganization procedure that may be implemented in accordance with the provisions of Article V hereof the ABL or other relevant law in effect in Argentina from time to time, then approval of a supplemental indenture relating to such provisions will require only the affirmative vote of, or consent by, the applicable majority required by Argentine law and/or the relevant Argentine court with jurisdiction over such procedure or proceeding, as applicable and as may be amended from time to time. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Notes, or which modifies the rights of the Holders of Notes of such series with respect to the order of priorities in which distributions thereunder such covenant or other provision, shall be made as among Holders of different Series of Certificates or as between deemed not to affect the Holder and the Owner Trustee or the Owner Participant or with respect to the amount or time of payment of any such distribution, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Notes of any other series. It shall not be necessary for the consent any meeting of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent meeting shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Indenture (Gas Transporter of the South Inc), Indenture (Gas Transporter of the South Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest aggregate principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Corporation and the Trustee, the Owner Trustee (Corporation, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder Outstanding Security of each series affected thereby,
(1) change the Stated Maturity of the principal of, or any installment of interest (including any Additional Interest) on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of principal of a Discount Security that would be due and each Liquidity Providerpayable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, no or change the place of payment where, or the coin or currency in which, any Security or interest thereon is payable, or impair the right to institute suit for the enforcement of any such amendment payment on or after the Stated Maturity thereof (or, in the case of redemption, on or supplement to after the Redemption Date), or
(2) reduce the percentage in aggregate principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 5.13 or Section 10.5, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder shall be required for of each Security affected thereby; provided, further, that, in the case of the Securities of a series issued to an Issuer Trust, so long as any decrease in any amounts of or the rate corresponding series of interest payable on Capital Securities issued by such Certificate or any extension for the time of payment of any amount payable under Issuer Trust remains outstanding, (i) no such Certificate), or alter or modify the provisions of Article V hereof with respect to the order of priorities in which distributions thereunder amendment shall be made as among Holders that adversely affects the holders of different Series of Certificates or as between the Holder such Capital Securities in any material respect, and the Owner Trustee or the Owner Participant or with respect to the amount or time of payment of any such distribution, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien no termination of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted byoccur, and complying no waiver of any Event of Default or compliance with any covenant under this Indenture shall be effective, without the terms of, Section 13.06 hereof. Upon the request prior consent of the Owner Trustee (holders of at the direction least a majority of the Owner Participantaggregate Liquidation Amount (as defined in the related Trust Agreement) of such Capital Securities then outstanding unless and upon until the filing with the Indenture Trustee principal of evidence of the consent of Holders (and other documentspremium, if any, required by Section 10.01, on) the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution Securities of such series and all accrued and (subject to Section 3.8) unpaid interest (including any Additional Interest) thereon have been paid in full, and (ii) no amendment shall be made to Section 5.8 of this Indenture that would impair the rights of the holders of Capital Securities issued by any Issuer Trust provided therein without the prior consent of the holders of each such Capital Security then outstanding unless and until the principal of (and premium, if any, on) the Securities of such series and all accrued and (subject to Section 3.8) unpaid interest (including any Additional Interest) thereon have been paid in full. A supplemental indenture unless that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities or any corresponding series of Capital Securities of an Issuer Trust that holds the Securities of any series, or that modifies the rights of the Holders of Securities of such supplemental indenture affects series or holders of such Capital Securities of such corresponding series with respect to such covenant or other provision, shall be deemed not to affect the Indenture Trustee's own rights, duties or immunities rights under this Indenture of the Holders of Securities of any other series or otherwise, in which case the Indenture Trustee may in its discretion, but shall not be obligated to, enter into holders of Capital Securities of any other such supplemental indenturecorresponding series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Junior Subordinated Indenture (Bb&t Capital Trust I), Junior Subordinated Indenture (State Street Boston Corp)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date) or modify the provisions of the Indenture with respect to the subordination of the Securities of any series in a manner adverse to the Holders of the Securities, or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 513 or Section 1009, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to "the Trustee" and concomitant changes in this Section and Section 1009, or the deletion of priorities this proviso, in accordance with the requirements of Sections 611(b) and 901(8). A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Subordinated Indenture (Banponce Corp), Subordinated Indenture (Popular International Bank Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture or any indentures supplemental hereto; providedPROVIDED, howeverHOWEVER, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, release any security that has been granted in respect of any Security or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 5.13 or Section 10.8, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby, PROVIDED, HOWEVER, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to “the Trustee” and concomitant changes in this Section and Section 10.8, or the deletion of priorities this proviso, in accordance with the requirements of Sections 6.11(b) and 9.1(9). A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Indenture (ONE Gas, Inc.), Indenture (ONE Gas, Inc.)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Issuer, the Owner Trustee (Guarantor and the Trustee, the Issuer, when authorized by a Board Resolution, the Owner Participant) Guarantor and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(a) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change the place of payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or
(b) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(ac) modify any of the provisions of this Section, Section 7.11 hereof 5.13 or Section 10.12, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to "the Trustee" and concomitant changes in this Section and Section 10.12, or the deletion of priorities this proviso, in accordance with the requirements of Section 6.11 and Section 9.1(g). A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Indenture (Regency Centers Lp), Indenture (Regency Centers Lp)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersall Outstanding Securities affected by such supplemental indenture, by Act of such Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture one or more indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities under this Indenture; provided, however, thatthat no such supplemental indenture amendment or waiver shall, without the consent of the Holder of each Outstanding Security affected thereby:
(1) change the Stated Maturity of the principal of (or premium, if any) or any installment of interest on any Security, or reduce the principal amount thereof (or premium, if any) or the rate of interest, if any, thereon, or change any obligation of the Company to pay Additional Amounts as contemplated by Section 1008 (except as contemplated by Section 801(2) and permitted by Section 901(1)), or reduce the amount of the principal of an Indexed Security or an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502 or the amount thereof provable in bankruptcy pursuant to Section 504, or adversely affect any right of repayment at the option of any Holder and each Liquidity Providerof any Security, no or change any Place of Payment where, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such amendment payment on or after the Stated Maturity thereof (or, in the case of redemption or supplement repayment at the option of the Holder, on or after the Redemption Date or Repayment Date, as the case may be), or adversely affect any right to convert or exchange any Security as may be provided pursuant to Section 301 herein, or
(2) reduce the percentage in principal amount of the Outstanding Securities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of Section 7.11 hereof or this Section 13.02902, (b) reduce the amount Section 513 or extend the time Section 1009, except to increase any such percentage or to provide that certain other provisions of payment of any amount owing this Indenture cannot be modified or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder shall be required for of each Outstanding Security affected thereby. A supplemental indenture which changes or eliminates any decrease in any amounts covenant or other provision of or the rate of interest payable on such Certificate or any extension this Indenture which has expressly been included solely for the time benefit of payment one or more particular series of any amount payable under such Certificate)Securities, or alter or modify which modifies the provisions rights of Article V hereof the Holders of Securities of such series with respect to the order of priorities in which distributions thereunder such covenant or other provision, shall be made as among Holders of different Series of Certificates or as between deemed not to affect the Holder and the Owner Trustee or the Owner Participant or with respect to the amount or time of payment of any such distribution, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Indenture (Oneok Inc /New/), Indenture (Atmos Energy Corp)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate HoldersOutstanding Securities of all series affected by such supplemental indenture (voting as one class) by Act; provided, no modification or amendment may without the consent of the Holder of each Outstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, or any installment of interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502 or the amount thereof provable in bankruptcy pursuant to Section 504, or change any Place of Payment where, or the coin, currency, currencies, currency units or composite currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption or repayment at the option of the Holder, on or after the Redemption Date or Repayment Date, as the case may be);
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the Owner Trustee consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (when authorized by the Owner Participant) and the Indenture Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the compliance with certain provisions of this Indenture or of any supplemental indenture or of modifying certain defaults hereunder and their consequences) provided for in any manner the rights of the Holdersthis Indenture; provided, however, that, without the consent of each Holder and each Liquidity Provider, no such amendment of or supplement to this Indenture or any indenture supplemental hereto, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of Section 7.11 hereof or this Section 13.02902, (b) reduce the amount Section 513 or extend the time Section 1008, except to increase any applicable percentage or to provide that other specified provisions of payment of any amount owing this Indenture cannot be modified or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder shall of each Outstanding Security affected thereby, provided, this clause will not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to “the Trustee” and concomitant changes in this Section 902 and Section 1008, or the deletion of priorities this proviso, in which distributions thereunder shall be made as among accordance with the requirements of Sections 611(b) and 901(7). A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to such covenant or other provision, will be deemed not to affect the amount or time of payment of any such distribution, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall will not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall will be sufficient if such consent shall approve Act approves the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Indenture (Otis Worldwide Corp), Indenture (Highland Holdings S.a r.l.)
Supplemental Indentures with Consent of Holders. With THE ISSUER AND THE INDENTURE TRUSTEE, WHEN AUTHORIZED BY AN ISSUER ORDER, ALSO MAY, WITH PRIOR NOTICE TO THE RATING AGENCIES AND WITH THE CONSENT OF THE HOLDERS OF NOT LESS THAN A MAJORITY OF THE OUTSTANDING AMOUNT OF THE STORM RECOVERY BONDS, BY ACT OF SUCH HOLDERS DELIVERED TO THE ISSUER AND THE INDENTURE TRUSTEE, ENTER INTO AN INDENTURE OR INDENTURES SUPPLEMENTAL HERETO FOR THE PURPOSE OF ADDING ANY PROVISIONS TO, OR CHANGING IN ANY MANNER OR ELIMINATING ANY OF THE PROVISIONS OF, THIS INDENTURE OR OF MODIFYING IN ANY MANNER THE RIGHTS OF THE HOLDERS OF THE STORM RECOVERY BONDS UNDER THIS INDENTURE; PROVIDED, HOWEVER, THAT NO SUCH SUPPLEMENTAL INDENTURE SHALL, WITHOUT THE CONSENT OF THE HOLDERS OF EACH OUTSTANDING STORM RECOVERY BOND AFFECTED THEREBY:
(i) change the consent (evidenced date of payment of any installment of principal of or premium, if any, or interest on the Storm Recovery Bonds, or reduce the principal amount thereof, the interest rate thereon or premium, if any, with respect thereto, change the provisions of this Indenture and the Series Supplement relating to the application of collections on, or the proceeds of the sale of, the Storm Recovery Bond Collateral to payment of principal of or premium, if any, or interest on the Storm Recovery Bonds, or change any place of payment where, or the coin or currency in which, any Storm Recovery Bond or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article XV, to the payment of any such amount due on the Storm Recovery Bonds on or after the respective due dates thereof;
(ii) reduce the percentage of the Majority in Interest Outstanding Amount of Certificate Holdersthe Storm Recovery Bonds, the Owner Trustee consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(when authorized by iii) reduce the Owner Participant) and percentage of the Outstanding Amount of the Storm Recovery Bonds required to direct the Indenture Trustee may, from time to time and at direct the Issuer to sell or liquidate the Storm Recovery Bond Collateral pursuant to Section 5.04;
(iv) modify any time, enter into an indenture provision of this Section 9.02 except to increase any percentage specified herein or indentures supplemental hereto for to provide that those provisions of this Indenture referenced in this Section 9.02 cannot be modified or waived without the purpose consent of adding any provisions to or changing in any manner or eliminating the Holder of each Outstanding Storm Recovery Bond affected thereby;
(v) modify any of the provisions of this Indenture or in such manner as to affect the calculation of the amount of any supplemental indenture payment of interest, principal or premium, if any, due on any Storm Recovery Bond on any Payment Date (including the calculation of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder and each Liquidity Provider, no such amendment of or supplement to this Indenture or any indenture supplemental hereto, or modification of the terms of, or consent under, any thereof, shall (a) modify any of the provisions individual components of Section 7.11 hereof such calculation) or this Section 13.02, (b) reduce change the amount Expected Amortization Schedules or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only the consent Final Maturity Dates of the Holder shall be required for any Storm Recovery Bonds;
(vi) decrease in any amounts of or the rate of interest payable on such Certificate or any extension for the time of payment of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof with respect to the order of priorities in which distributions thereunder shall be made as among Holders of different Series of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or with respect to the amount or time of payment of any such distribution, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, Required Capital Level;
(cvii) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof ranking prior to or pari passu on a parity with the Lien of this IndentureIndenture with respect to any part of the Storm Recovery Bond Collateral or, except as expressly otherwise permitted or contemplated herein, or deprive any Holder of the benefit of terminate the Lien of this Indenture on any property at any time subject hereto or deprive the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise Holder of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request Storm Recovery Bond of the Owner Trustee security provided by the Lien of this Indenture; or
(at viii) cause any material adverse federal income tax consequence to the direction of Seller, the Owner Participant) and upon Issuer, the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01Managers, the Indenture Trustee shall join with or the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenturethen existing Holders. It shall not be necessary for the consent any Act of the Holders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, Issuer and the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this SectionSection 9.02, the Indenture Trustee Issuer shall mail a notice thereof by first-class mail to the Rating Agencies and the Holders at their addresses as they shall appear on the registry books of the Registrar, Storm Recovery Bonds to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Indenture (Entergy Arkansas Restoration Funding, LLC), Indenture (Entergy Arkansas Restoration Funding, LLC)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture or any indentures supplemental hereto; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 5.13 or Section 10.8, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to “the Trustee” and concomitant changes in this Section and Section 10.8, or the deletion of priorities this proviso, in accordance with the requirements of Sections 6.11(b) and 9.1(9). A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Indenture (Abbott Laboratories), Indenture (Abbott Laboratories)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 5.13 or Section 10.09, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to “the Trustee” and concomitant changes in this Section and Section 10.09, or the deletion of priorities this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8). A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Indenture (Meta Financial Group Inc), Indenture (Meta Financial Group Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; providedPROVIDED, howeverHOWEVER, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 513 or Section 1010, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; PROVIDED, HOWEVER, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to "the Trustee" and concomitant changes in this Section and Section 1010, or the deletion of priorities this proviso, in accordance with the requirements of Sections 611 and 901(8), or
(4) if applicable, make any change that adversely affects the right to convert any security as provided in Article Fourteen or pursuant to Section 301 (except as permitted by Section 901(9)) or decrease the conversion rate or increase the conversion price of any such security. A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Indenture (Hewlett Packard Co), Indenture (Scholastic Corp)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest aggregate principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Corporation and the Trustee, the Owner Trustee (Corporation, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder Outstanding Security of each series affected thereby,
(1) change the Stated Maturity of the principal of, or any installment of interest (including any Additional Interest) on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of principal of a Discount Security that would be due and each Liquidity Providerpayable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, no or change the place of payment where, or the coin or currency in which, any Security or interest thereon is payable, or impair the right to institute suit for the enforcement of any such amendment payment on or after the Stated Maturity thereof (or, in the case of redemption, on or supplement to after the Redemption Date), or
(2) reduce the percentage in aggregate principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 5.13 or Section 10.5, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Security affected thereby; provided, further, that, in the case of the Securities of a series issued to an Issuer Trust, so long as any of the corresponding series of Preferred Securities issued by such Issuer Trust remains outstanding, (i) no such amendment shall be required for any decrease made that adversely affects the holders of such Preferred Securities in any amounts material respect, and no termination of this Indenture shall occur, and no waiver of any Event of Default or compliance with any covenant under this Indenture shall be effective, without the rate prior consent of the holders of at least a majority of the aggregate Liquidation Amount (as defined in the related Trust Agreement) of such Preferred Securities then outstanding unless and until the principal of and any premium on the Securities of such series and all accrued and (subject to Section 3.12) unpaid interest payable (including any Additional Interest) thereon have been paid in full, and (ii) no amendment shall be made to Section 5.8 of this Indenture that would impair the rights of the holders of Preferred Securities issued by any Issuer Trust provided therein without the prior consent of the holders of each such Preferred Security then outstanding unless and until the principal of and any premium on the Securities of such Certificate series and all accrued and (subject to Section 3.12) unpaid interest (including any Additional Interest) thereon have been paid in full. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities or any extension for corresponding series of Preferred Securities of an Issuer Trust that holds the time of payment Securities of any amount payable under such Certificate)series, or alter that modifies the rights of the Holders of Securities of such series or modify the provisions holders of Article V hereof such Preferred Securities of such corresponding series with respect to the order of priorities in which distributions thereunder such covenant or other provision, shall be made as among Holders of different Series of Certificates or as between deemed not to affect the Holder and the Owner Trustee or the Owner Participant or with respect to the amount or time of payment of any such distribution, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture of the Holders of Securities of any other series or otherwise, in which case the Indenture Trustee may in its discretion, but shall not be obligated to, enter into holders of Preferred Securities of any other such supplemental indenturecorresponding series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Junior Subordinated Indenture (Everest Re Group LTD), Junior Subordinated Indenture (Everest Re Capital Trust)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersall Outstanding Securities of all series affected by such supplemental indenture (as one class), by Act of such Holders delivered to the Corporation and the Trustee, the Owner Trustee (Corporation, when authorized by the Owner Participant) or pursuant to a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or which affect such series of any supplemental indenture Securities or of modifying in any manner the rights of the HoldersHolders of such series of Securities under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity Provider, no Outstanding Security of such amendment of or supplement to this Indenture or any indenture supplemental hereto, or modification series,
(1) change the Stated Maturity of the terms principal of, or consent underany installment of interest on, any Security of such series, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, shall or reduce the principal amount of an Original Issue Discount Security of such series that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502 or the amount thereof provable in bankruptcy pursuant to Section 504, or adversely affect any right of repayment at the option of any Holder of any Security of such series, or change any Place of Payment where, or the Currency in which, any Security of such series or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (aor, in the case of redemption or repayment at the option of the Holder, on or after the Redemption Date or Repayment Date, as the case may be), or
(2) reduce the percentage in principal amount of the Outstanding Securities of such series required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture which affect such series or certain defaults applicable to such series hereunder and their consequences provided for in this Indenture, or reduce the requirements of Section 1504 for quorum or voting with respect to Securities of such series, or
(3) modify any of the provisions of this Section, Section 7.11 hereof 513 or Section 1009, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture which affect such series cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder shall be required for of each Outstanding Security of such series. Any such supplemental indenture adding any decrease provisions to or changing in any amounts manner or eliminating any of or the rate of interest payable on such Certificate or any extension for the time of payment of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof with respect to the order of priorities in which distributions thereunder shall be made as among Holders of different Series of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or with respect to the amount or time of payment of any such distribution, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive modifying in any Holder manner the rights of the benefit Holders of the Lien Securities of this Indenture on the Trust Indenture Estatesuch series, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with affect the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 513 or Section 1008, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to "the Trustee" and concomitant changes in this Section and Section 1008, or the -54- 57 deletion of priorities this proviso, in accordance with the requirements of Sections 611 and 901(8), or
(4) if applicable, make any change that adversely affects the right to convert any security as provided in Article Fourteen or pursuant to Section 301 (except as permitted by Section 901(9)) or decrease the conversion rate or increase the conversion price of any such security. A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Indenture (Forest City Enterprises Inc), Indenture (Forest City Enterprises Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest aggregate principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder Outstanding Security of each series affected thereby,
(1) change the Stated Maturity of the principal of, or any installment of interest (including any Additional Interest) on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of principal of a Discount Security that would be due and each Liquidity Providerpayable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, no or change the place of payment where, or the coin or currency in which, any Security or interest thereon is payable, or impair the right to institute suit for the enforcement of any such amendment payment on or after the Stated Maturity thereof (or, in the case of redemption, on or supplement to after the Redemption Date), or
(2) reduce the percentage in aggregate principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 5.13 or Section 10.5, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder shall be required for of each Security affected thereby; provided further that, in the case of the Securities of a series issued to an Issuer Trust, so long as any decrease in any amounts of or the rate corresponding series of interest payable on Preferred Securities issued by such Certificate or any extension for the time of payment of any amount payable under Issuer Trust remains outstanding, (i) no such Certificate), or alter or modify the provisions of Article V hereof with respect to the order of priorities in which distributions thereunder amendment shall be made as among Holders that adversely affects the holders of different Series of Certificates or as between the Holder such Preferred Securities in any material respect, and the Owner Trustee or the Owner Participant or with respect to the amount or time of payment of any such distribution, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien no termination of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted byoccur, and complying no waiver of any Event of Default or compliance with any covenant under this Indenture shall be effective, without the terms of, Section 13.06 hereof. Upon the request prior consent of the Owner Trustee (holders of at the direction least a majority of the Owner Participantaggregate Liquidation Amount (as defined in the related Trust Agreement) of such Preferred Securities then outstanding unless and upon until the filing with the Indenture Trustee principal of evidence of the consent of Holders (and other documentspremium, if any, required by Section 10.01, on) the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution Securities of such series and all accrued and (subject to Section 3.8) unpaid interest (including any Additional Interest) thereon have been paid in full, and (ii) no amendment shall be made to Section 5.8 of this Indenture that would impair the rights of the holders of Preferred Securities issued by an Issuer Trust provided therein without the prior consent of the holders of each such Preferred Security then outstanding unless and until the principal of (and premium, if any, on) the Securities of such series and all accrued and (subject to Section 3.8) unpaid interest (including any Additional Interest) thereon have been paid in full. A supplemental indenture unless that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities or any corresponding series of Preferred Securities of an Issuer Trust that holds the Securities of any series, or that modifies the rights of the Holders of Securities of such supplemental indenture affects series or holders of such Preferred Securities of such corresponding series with respect to such covenant or other provision, shall be deemed not to affect the Indenture Trustee's own rights, duties or immunities rights under this Indenture of the Holders of Securities of any other series or otherwise, in which case the Indenture Trustee may in its discretion, but shall not be obligated to, enter into holders of Preferred Securities of any other such supplemental indenturecorresponding series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Junior Subordinated Indenture (Aici Capital Trust), Junior Subordinated Indenture (First Empire Capital Trust Ii)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Owner Trustee (Subsidiary Guarantor and the Trustee, the Company and, if applicable, the Subsidiary Guarantor, in each case when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture and, if applicable, the Subsidiary Guarantor and the Trustee may enter into an agreement or agreements supplemental hereto to add to or to change or eliminate any provisions of a Subsidiary Guarantee; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby:
(1) change the Stated Maturity of the principal of, no such amendment or any installment of interest payable on, any Outstanding Security, or reduce the principal amount of or supplement the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of principal of an Original Issue Discount Security that would be due and payable upon redemption or would be provable in bankruptcy, or adversely affect any right of repayment of the Holder of any Security or change the Place of Payment or the coin or currency in which, any Outstanding Security or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or any indenture supplemental hereto, certain defaults hereunder and their consequences or modification of reduce the terms of, quorum or consent under, any thereof, shall voting requirements provided for in this Indenture; or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 513 or Section 1008, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order of priorities references to “the Trustee” and concomitant changes in which distributions thereunder shall be made as among Holders of different Series of Certificates or as between the Holder this Section and the Owner Trustee Section 1008, or the Owner Participant or with respect to the amount or time deletion of payment of any such distributionthis proviso, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu accordance with the Lien requirements of Section 611 and Section 901(8). A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, except as or a supplemental agreement which changes or eliminates any covenant or other provision of a Subsidiary Guarantee, which has expressly permitted herein, or deprive any Holder of been included solely for the benefit of one or more particular series of Securities, or which modifies the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request rights of the Owner Trustee (at the direction Holders of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution Securities of such supplemental indenture unless series with respect to such supplemental indenture affects covenant or other provision, shall be deemed not to affect the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Senior Indenture (Principal Financial Group Inc), Senior Indenture (Principal Financial Group Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, Industries and the Trustee, the Owner Trustee (Company and Industries, when authorized by the Owner Participant) Board Resolutions, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series and any related coupons under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security or coupon affected thereby:
(1) change the Stated Maturity of the principal of, no such amendment or of any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the method of calculating the rate of interest thereon, or change any obligation of the Company to pay additional amounts pursuant to Section 1004 (except as contemplated by Section 801(1) and permitted by Section 901(1)), or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment in the United States where, or the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date) or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders; or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification reduce the requirements of Section 1304 for quorum or voting; or
(3) change any obligation of the terms ofCompany to maintain an office or agency in each Place of Payment, or consent under, any thereof, shall obligation of the Company to maintain an office or agency outside the United States pursuant to Section 1002; or
(a4) modify any of the provisions of this Section, Section 7.11 hereof 513 or Section 1010, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), Holder of a Security or alter or modify the provisions of Article V hereof coupon with respect to changes in the order references to ``the Trustee'' and concomitant changes in this Section and Section 1009, or the deletion of priorities this proviso, in accordance with the requirements of Sections 611(b) and 901(8). A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after The Company and Industries shall have the execution by right to set a record date for the Owner Trustee, the Indenture Trustee and the Lessee solicitation of any supplemental indenture pursuant to the provisions of consents under this SectionArticle Nine, the Indenture Trustee which record date shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth be set in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureaccordance with Section 104.
Appears in 2 contracts
Sources: Indenture (Nipsco Industries Inc), Indenture (Nipsco Industries Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Issuer and the Trustee, the Owner Trustee (Issuer and the Guarantors, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions provision to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without -------- ------- the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any instalment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02, or adversely affect any right of repayment at the option of the Holder of any Security, or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 6.13 or Section 11.07, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder shall be required for of each Outstanding Security affected thereby. A supplemental indenture which changes or eliminates any decrease in any amounts covenant or other provision of or the rate of interest payable on such Certificate or any extension this Indenture which has expressly been included solely for the time benefit of payment one or more particular series of any amount payable under such Certificate)Securities, or alter or modify which modifies the provisions rights of Article V hereof the Holders of Securities of such series with respect to the order of priorities in which distributions thereunder such covenant or other provision, shall be made as among Holders of different Series of Certificates or as between deemed not to affect the Holder and the Owner Trustee or the Owner Participant or with respect to the amount or time of payment of any such distribution, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Indenture (Centennial Puerto Rico Operations Corp), Indenture (Centennial Puerto Rico Operations Corp)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) extend the Stated Maturity of the principal of, no or any installment of interest (including any Additional Payments) on, any Security, or reduce the principal amount thereof, or reduce the rate or extend the time for payment of interest thereon, or reduce any premium payable upon the redemption thereof, or change the place of payment where, or the coin or currency in which, any Security or interest thereon is payable, or impair the right to institute suit for the enforcement of any such amendment payment on or after the Stated Maturity thereof (or, in the case of redemption, on or supplement after the Redemption Date), or adversely affect the right to convert any Security as provided in Article XIII (except as permitted by Section 9.01(3)), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders,
(2) reduce the percentage in principal amount of the Outstanding Securities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of Section 7.11 hereof or this Section 13.02or Section 5.13, (b) reduce the amount except to increase any such percentage or extend the time to provide that certain other provisions of payment of any amount owing this Indenture cannot be modified or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby. 62 62 Notwithstanding anything to the contrary in this Indenture or the Declaration, if the Property Trustee is the sole holder of the Securities, so long as any of the Preferred Securities remains outstanding, no amendment shall be made that adversely affects the holders of such Preferred Securities, and no termination of this Indenture shall occur, and no waiver of any Event of Default or compliance with any covenant under this Indenture shall be effective, without the prior consent of the holders of the percentage of the aggregate liquidation amount of such Preferred Securities then outstanding which is at least equal to the percentage of aggregate stated liquidation amount of the Outstanding Securities as shall be required for any decrease in any amounts of or the rate of interest payable on such Certificate or any extension for the time of payment of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof with respect to the order of priorities in which distributions thereunder shall be made as among Holders of different Series of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or with respect to the amount or time of payment of any such distribution, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities under this Indenture to effect any such amendment, termination or otherwise, in which case the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenturewaiver. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Indenture (Chemed Capital Trust), Indenture (Chemed Corp)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of at least a majority in Interest principal amount of Certificate Holdersthe Outstanding Debentures, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Debenture affected thereby:
(a) except to the extent permitted by Section 3.12 or as otherwise contemplated by Section 2.1 or Section 3.1 with respect to the deferral of payments of interest on the Debentures, no extend the Stated Maturity of the principal of, or premium, if any, or any installment of interest (including any Additional Payments) on, any Debenture, or reduce the principal amount thereof, or reduce the rate or extend the time for payment of interest thereon, or reduce any premium payable upon the redemption thereof, or change the place of payment where, or the coin or currency in which, any Debenture or interest thereon is payable, or impair the right to institute suit for the enforcement of the right to receive any such amendment payment on or after the Stated Maturity thereof (or, in the case of redemption, on or supplement after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Debentures in a manner adverse to the Holders,
(b) reduce the percentage in principal amount of the Outstanding Debentures, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(ac) modify any of the provisions of this Section, Section 7.11 hereof 5.13 or Section 10.5, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder shall be required for any decrease in any amounts of or each Outstanding Debenture affected thereby; provided, that if the rate of interest payable on such Certificate or any extension for the time of payment of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof with respect to the order of priorities in which distributions thereunder shall be made as among Holders of different Series of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or with respect to the amount or time of payment of any such distribution, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid Debentures are held by the Owner Participant (except as Trust or a trustee of the Trust, such supplemental indenture shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to by each Person adversely affected thereby)such supplemental indenture; provided, or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenturefurther, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of that if the consent of Holders and other documentsthe Holder of each Outstanding Debenture is required, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Indenture Trustee may in its discretion, but shall not be obligated to, enter into effective until each holder of the Trust Securities of the Trust shall have consented to such supplemental indenture. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after The Company may, but shall not be obligated to, fix a record date for the execution by purpose of determining the Owner TrusteePersons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Indenture Trustee Holders on such record date, or their duly designated proxies, and the Lessee of any supplemental indenture pursuant only such Persons, shall be entitled to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail consent to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure , whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the Indenture Trustee requisite percentage having been obtained prior to mail the date that is 90 days after such noticerecord date, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureconsent previously given shall automatically and without further action by any Holder be canceled and of no further effect.
Appears in 2 contracts
Sources: Indenture (Westcoast Hospitality Corp), Indenture (Westcoast Hospitality Capital Trust)
Supplemental Indentures with Consent of Holders. With the written consent (evidenced as provided in Article X) of the Majority in Interest Holders of Certificate Holdersnot less than a majority of the aggregate principal amount of the Outstanding Securities of each series adversely affected by such supplemental indenture, the Owner Trustee (when authorized by Company, the Owner Participant) Guarantor and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding to add any provisions to or changing in to change or eliminate any manner or eliminating any of the provisions of this Indenture or of any other indenture supplemental indenture hereto or of modifying in any manner to modify the rights of the Holders; provided, however, that, without the consent Holders of Securities of each Holder and each Liquidity Providersuch series; PROVIDED, no such amendment of or supplement to this Indenture or any indenture supplemental heretoHOWEVER, or modification of the terms of, or consent under, any thereof, shall (a) modify any of the provisions of Section 7.11 hereof or this Section 13.02, (b) reduce the amount or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only without the consent of the Holder shall be required for of each Outstanding Security affected thereby, an amendment under this Section may not:
(1) change the Stated Maturity of the principal of, or any decrease in installment of principal of or interest on, any amounts of Security, or reduce the principal amount thereof or the rate of interest payable on such Certificate thereon or any extension for premium payable upon the time of payment of any amount payable under such Certificate)redemption thereof, or alter or modify the provisions of Article V hereof with respect to the order of priorities in which distributions thereunder shall be made as among Holders of different Series of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or with respect to reduce the amount or time of payment the principal of any such distributionan Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or alter change the coin or modify the circumstances under which a Make-Whole Premium shall be payable, or alter the currency in which any amount payable under Securities or any Certificate premium or the interest thereon is to be paidpayable, or impair the right to institute suit for the enforcement of any Holder to commence legal proceedings to enforce a right to receive such payment hereunderon or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);
(c2) reduce, modify or amend any indemnities reduce the percentage in favor principal amount of the Outstanding Securities of any Holder or in favor series, the consent of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby)whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu compliance with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien certain provisions of this Indenture on or certain defaults hereunder and their consequences) provided for in this Indenture;
(3) change any obligation of the Trust Indenture Estate, except as provided Company to maintain an office or agency in the places and for the purposes specified in Section 7.02 hereof 9.2;
(4) make any change in Section 5.7 or in connection with the exercise this Section 8.2 except to increase any percentage or to provide that certain other provisions of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Indenture Trustee may in its discretion, but shall cannot be obligated to, enter into such supplemental indenture. It shall not be necessary for modified or waived with the consent of the Holders of each Outstanding Security affected thereby; or
(5) modify the obligations of the Guarantor to make payment under the Guarantee contained in Article XII of this Indenture. For the purposes of this Section 8.2, if the Securities of any series are issuable upon the exercise of warrants, any holder of an unexercised and unexpired warrant with respect to such series shall not be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrants. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture, which has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It is not necessary under this Section 8.2 for the Holders to approve consent to the particular form of any proposed supplemental indenture, but it shall be is sufficient if such they consent shall approve to the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Indenture (Northwest Airlines Inc /Mn), Indenture (Northwest Airlines Inc /Mn)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any instalment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 513 or Section 1011, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to "the Trustee" and concomitant changes in this Section and Section 1011, or the deletion of priorities this proviso, in accordance with the requirements of Sections 611 and 901(8). A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Indenture (Storage Usa Inc), Indenture (Susa Partnership Lp)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby:
(1) change the Stated Maturity of the principal of, no such amendment or any installment of interest payable on, any Outstanding Security, or reduce the principal amount of or supplement the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of principal of an Original Issue Discount Security that would be due and payable upon redemption or would be provable in bankruptcy, or adversely affect any right of repayment of the Holder of any Security or change the Place of Payment or the coin or currency in which, any Outstanding Security or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or any indenture supplemental hereto, certain defaults hereunder and their consequences or modification of reduce the terms of, quorum or consent under, any thereof, shall voting requirements provided for in this Indenture; or
(a3) modify any of the provisions of this Section, Section 7.11 hereof 513 or Section 1009, except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be required for deemed to require the consent of any decrease Holder with respect to changes in any amounts of the references to "the Trustee" and concomitant changes in this Section and Section 1009, or the rate deletion of interest payable on such Certificate or any extension for this proviso, in accordance with the time requirements of payment of any amount payable under such CertificateSections 611 and 901(8), or alter or ; or
(4) modify the provisions of Article V hereof Thirteen of this Indenture with respect to the order subordination of priorities Outstanding Securities of any series in a manner materially adverse to the Holders thereof. A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Subordinated Indenture (Fisher Scientific International Inc), Junior Subordinated Indenture (Fisher Scientific International Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, no such amendment or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or adversely affect the right to convert any Security as provided in Article XV, or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or
(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall or
(a3) modify any of the provisions of Section 7.11 hereof or this Section 13.02or Section 5.13, (b) reduce the amount except to increase any such percentage or extend the time to provide that certain other provisions of payment of any amount owing this Indenture cannot be modified or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to "the Trustee" and concomitant changes in this Section or the deletion of priorities this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), or
(4) change any obligation of ours to maintain an office or agency, or
(5) change any obligation of ours to pay additional amounts, or
(6) adversely affect the right of repayment or repurchase at the option of the Holder, or
(7) reduce or postpone any sinking fund or similar provision. A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case of the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indentureHolders of Securities of any other series. It shall not be necessary for the consent any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Sources: Indenture (Philadelphia Suburban Corp), Subordinated Securities Agreement (Aqua America Inc)
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article X) of the Majority Holders of not less than a majority in Interest principal amount of Certificate Holdersthe Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Owner Trustee (Company, when authorized by the Owner Participant) a Board Resolution, and the Indenture Trustee may, from time to time and at any time, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; providedPROVIDED, howeverHOWEVER, thatthat no such supplemental indenture shall, without the consent of the Holder of each Holder and each Liquidity ProviderOutstanding Security affected thereby, no such amendment (1) Change the Stated Maturity of the principal of, or any installment of principal of or supplement interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or any indenture supplemental heretocertain defaults hereunder and their consequences) provided for in this Indenture, or modification of the terms of, or consent under, any thereof, shall (a3) modify any of the provisions of this Section, Section 7.11 hereof 5.13 or Section 10.11 except to increase any such percentage or to provide that certain other provisions of this Section 13.02, (b) reduce the amount Indenture cannot be modified or extend the time of payment of any amount owing or payable under any Certificate or reduce the interest payable on any Certificate (except that only waived without the consent of the Holder of each Outstanding Security affected thereby; PROVIDED, HOWEVER, that this clause shall not be required for any decrease in any amounts of or deemed to require the rate of interest payable on such Certificate or any extension for the time of payment consent of any amount payable under such Certificate), or alter or modify the provisions of Article V hereof Holder with respect to changes in the order references to "the Trustee" and concomitant changes in this Section and Section 10.11, or the deletion of priorities this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8). A supplemental indenture which distributions thereunder shall be made as among changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of different Series Securities of Certificates or as between the Holder and the Owner Trustee or the Owner Participant or such series with respect to the amount such covenant or time of payment of any such distributionother provision, or alter or modify the circumstances under which a Make-Whole Premium shall be payable, or alter deemed not to affect the currency in which any amount payable under any Certificate is to be paid, or impair the right of any Holder to commence legal proceedings to enforce a right to receive payment hereunder, (c) reduce, modify or amend any indemnities in favor of any Holder or in favor of or to be paid by the Owner Participant (except as consented to by each Person adversely affected thereby), or (d) create or permit the creation of any Lien on the Trust Indenture Estate or any part thereof prior to or pari passu with the Lien of this Indenture, except as expressly permitted herein, or deprive any Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in Section 7.02 hereof or in connection with the exercise of remedies under Article VII. This Section 13.02 shall not apply to any indenture or indentures supplemental hereto permitted by, and complying with the terms of, Section 13.06 hereof. Upon the request of the Owner Trustee (at the direction of the Owner Participant) and upon the filing with the Indenture Trustee of evidence of the consent of Holders and other documents, if any, required by Section 10.01, the Indenture Trustee shall join with the Owner Trustee and the Lessee in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities rights under this Indenture or otherwise, in which case the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of Securities of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereofother series. Promptly after the execution by the Owner Trustee, the Indenture Trustee and the Lessee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail a notice thereof by first-class mail to the Holders at their addresses as they shall appear on the registry books of the Registrar, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.37
Appears in 2 contracts
Sources: Indenture (Toro Co), Indenture (Toro Co)