Common use of Supplemental Indentures with Consent of Holders Clause in Contracts

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 Securities of such series under this Indenture; provided, however, that no such supplemental indenture 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 principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, 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 5.02, or change any Place of Payment where, or the coin or currency or currency unit 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 Defaults or Events of Default hereunder and their consequences provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 5.13 or Section 10.06, except to increase any such percentage or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8). A supplemental indenture which 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 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 8 contracts

Sources: Subordinated Debt Indenture (Interline Brands, Inc./De), Senior Debt Indenture (Interline Brands, Inc./De), Subordinated Debt Indenture (Interline Brands, Inc./De)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class)indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture 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 principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, or reduce the amount of the principal of any an Original Issue Discount Security that or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02502, or change any Place of Payment where, or the coin or currency or currency unit 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; , or (3) modify any of the provisions of this Section, Section 5.13 513 or Section 10.061008, except to increase any such percentage or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.061008, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b611 and 901(8), or (4) and 9.01(8if 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 changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 7 contracts

Sources: Indenture (Sun Microsystems Inc), Indenture (Quantum Corp /De/), Indenture (Sun Microsystems Inc)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 Securities of such series under this Indenture; provided, however, that no such supplemental indenture 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 principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption redemption, repurchase or Stated Maturity repayment thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, 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 5.02, or change any Place of Payment where, or the coin or currency or currency unit 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 Defaults or Events of Default hereunder and their consequences provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 5.13 or Section 10.06, except to increase any such percentage or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8). A supplemental indenture which 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 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 6 contracts

Sources: Subordinated Debt Indenture (Regent Broadcasting Midwest Inc), Subordinated Debt Indenture (Radio One Licenses LLC), Senior Debt Indenture (Radio One Licenses LLC)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class)indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture 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 principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, or reduce the amount of the principal of any an Original Issue Discount Security that or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02502, or change any Place of Payment where, or the coin or currency or currency unit 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 DateDate or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date);, or subordinate in any manner the payment of the principal of, or the premium or interest on, any Security to the payment of any other security, 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; or, (3) modify any of the provisions of this Section, Section 5.13 513 or Section 10.061009, except to increase any such percentage or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.061009, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b611 and 901(8); or (4) and 9.01(8)following the making of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 6 contracts

Sources: Senior Indenture (Newfield Exploration Co /De/), Senior Indenture (South Financial Group Inc), Senior Indenture (Forest Oil Corp)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class)indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture 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 principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, or reduce the amount of the principal of any an Original Issue Discount Security that or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02502, or change any Place of Payment where, or the coin or currency or currency unit 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 DateDate or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; or, (3) modify any of the provisions of this Section, Section 5.13 513 or Section 10.061009, except to increase any such percentage or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.061009, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b611 and 901(8); or (4) and 9.01(8)following the making of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 5 contracts

Sources: Subordinated Indenture (South Financial Group Inc), Subordinated Indenture (Forest Oil Corp), Subordinated Indenture (Newfield Exploration Co /De/)

Supplemental Indentures with Consent of Holders. (a) With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each all series affected by such supplemental indenture (with the Securities of each series voting acting as a one class), by Act of said Holders delivered to the Company Issuers and the Trustee, the CompanyIssuers, when authorized by or pursuant to a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this Indentureindenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding outstanding Security affected thereby, (1i) change the Stated Maturity of the principal of, or premium, if any, or any installment of principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, or reduce the amount of the principal of any 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 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);, or affect adversely the terms, if any, of conversion of any Security into stock or other securities of the Issuers or of any other corporation, (2ii) 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; , (iii) change any obligation of the Issuers, with respect to Outstanding Securities of a series, to maintain an office or agency in the places and for the purposes specified in Section 10.02 for such series, or (3iv) modify any of the provisions of this Section, Section 5.13 or Section 10.065.04, except to increase any such percentage or to provide with respect to any particular series the right to condition the effectiveness of any supplemental indenture as to that series on the consent of the Holders of a specified percentage of the aggregate principal amount of Outstanding Securities of such series (which provision may be made pursuant to Section 2.02 without the consent of any Holder) or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.06Section, or the deletion of this proviso, in accordance with the requirements of Sections Section 6.11(b) and 9.01(89.01(vii). (b) For purposes of this Section 9.02, if the Securities of any series are issuable upon the exercise of warrants, each holder of an unexercised and unexpired warrant with respect to such series shall be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrant. For such purposes, the ownership of any such warrant shall be determined by the Issuers in a manner consistent with customary commercial practices. The Trustee for such series shall be entitled to conclusively rely on an Officers’ Certificate as to the principal amount of Securities of such series in respect of which consents shall have been executed by holders of such warrants. (c) A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 5 contracts

Sources: Indenture (Suburban Propane Partners Lp), Indenture (Suburban Propane Partners Lp), Indenture (Suburban Propane Partners Lp)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of a majority in of the aggregate principal amount of the Outstanding Securities of each series adversely affected by such supplemental indenture (with the Securities of each series voting as a class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner other indenture supplemental hereto or to modify the rights of the Holders of Securities of such series under this IndentureSecurities; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,, a supplemental indenture under this Section may not: (1) change the Stated Maturity of the principal of, or premium, if any, on, or any installment of principal of or premium, if any, or interest on, or any Additional Amounts on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption redemption, repurchase or Stated Maturity repayment thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest or Additional Amounts thereon is determined, determined or reduce the amount of the principal of any Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change any the Place of Payment where, where or the coin or currency or currency unit in which, which any Security Securities or any premium or the interest or Additional Amounts 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 seriesaffected thereby, 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.02; or (34) modify make any of the provisions of change in Section 5.07 or this Section, Section 5.13 or Section 10.06, 8.02 except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without with the consent of the Holder Holders of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8). A supplemental indenture which 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 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 4 contracts

Sources: Indenture (Ocwen Financial Corp), Senior Indenture (Amerus Group Co/Ia), Senior Indenture (AmerUs Capital V)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class)indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of each such series under this Indenture; provided, however, that no such supplemental indenture 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 anythe Stated Maturity of any premium on, or any installment of principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof (or premium, if any) or the rate of interest interest, if any, thereon or any premium payable upon the optional redemption thereof, or Stated Maturity repayment thereof, or change any obligation of the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, Company to pay additional amounts pursuant to Section 10.05 (except as contemplated by Section 8.01(1) and permitted by Section 9.01(1)) or reduce the amount of the principal of any 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 or currency unit Currency in which, any Security (or any premium premium, if any) or interest interest, if any, thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Maturity or Stated Maturity thereof (or, in the case of redemptionredemption or repayment, on or after the Redemption Date or Repayment Date, as applicable);; 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 Defaults or Events of Default certain defaults hereunder and their consequences provided for in this IndentureIndenture or reduce the quorum or voting requirements of Section 14.04; or (3) modify any of the provisions of this Section, Section 5.13 9.02 or Section 10.065.13, except to increase any such percentage or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.069.02, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) Section 6.11 and 9.01(8). A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. The Company may, but shall not be obligated to, 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 120 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.

Appears in 4 contracts

Sources: Indenture (Bergen Brunswig Corp), Indenture (Bergen Brunswig Corp), Indenture (Bergen Brunswig Corp)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the all Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class)indenture, by Act of said Holders delivered to the Company and the Trustee, the CompanyCompany and each Security Guarantor, when authorized by or pursuant to a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 any Security Guarantee or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,: (1) change the Stated Maturity of the principal of, of (or premiumpremium or Make-Whole Amount, if any, on) or any installment of principal of or premium, if any, or interest on, any Security, ; or reduce the principal amount thereof or the rate or amount of interest thereon or any Additional Amounts payable in respect thereof, or any premium or Make-Whole Amount payable upon the optional redemption or Stated Maturity thereof, or change any obligation of the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determinedCompany to pay Additional Amounts pursuant to Section 1011 (except as contemplated by Section 801(i) and permitted by Section 901(1)), or reduce the amount of the principal of any an Original Issue Discount Security or Make-Whole Amount, if any, that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02502 or the amount thereof provable in bankruptcy pursuant to Section 504, or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where, or the coin or currency or currencies, currency unit or units or composite currency or currencies in which, the principal of any Security or any premium or Make-Whole Amount or any Additional Amounts payable in respect thereof 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 redemptionredemption or repayment at the option of the Holder, on or after the Redemption Date or the Repayment Date, as the case may be);; 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 with respect to such series (or compliance with certain provisions of this Indenture or Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture, or reduce the requirements of Section 1504 for quorum or voting; or (3) modify any of the provisions of this Section, Section 5.13 513 or Section 10.061012, except to increase any the required percentage to effect such percentage action or to provide that 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, or make any change that this clause shall not be deemed adversely affects the right to require convert or exchange any Security as provided in Article Sixteen or pursuant to Section 301 (except as permitted by Section 901(9) or decrease the consent conversion or exchange rate or increase the conversion or exchange price of any Holder with respect such Security; or (4) make any change that adversely affects the right to changes convert or exchange any Security as provided in Article Sixteen or pursuant to Section 301 (except as permitted by Section 901(9)) or decrease the references to “conversion or exchange rate or increase the Trustee” and concomitant changes in conversion or exchange price of any such Security; or (5) release any Security Guarantor from any of its obligations under its Security Guarantee or this Section and Section 10.06, or the deletion of this proviso, Indenture otherwise than in accordance with the requirements of Sections 6.11(b) and 9.01(8). A supplemental indenture which 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 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 seriesIndenture. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 4 contracts

Sources: Indenture (Bugaboo Creek Holdings Inc), Indenture (Friedmans Management Corp), Indenture (Friedmans Management Corp)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each all series affected by such supplemental indenture (with the Securities of each series voting acting as a one class), by Act of said Holders delivered to the Company Company, the Subsidiary Guarantors and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, PROVIDED HOWEVER that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security of any particular series affected thereby, (1) change the Stated Maturity of the principal of, or premium, if any, or any installment of principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon thereon, any Additional Amounts with respect thereto or any premium payable upon the optional redemption or Stated Maturity thereof, or change any obligation of the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determinedCompany to pay Additional Amounts (except as contemplated by Section 801(1) and permitted by Section 901(2)), or reduce the amount of the principal of any an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02502, or change any Place of Payment where, or the coin or currency or currency unit currencies (including composite currencies) in which, any Security or any premium or any interest thereon or Additional Amounts with respect thereto 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 seriesSecurities, 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; , or (3) modify any of the provisions of this Section, Section 5.13 512 or Section 10.061006, except to increase any such percentage or to provide with respect to any particular series the right to condition the effectiveness of any supplemental indenture as to that series on the consent of the Holders of a specified percentage of the aggregate principal amount of Outstanding Securities of such series (which provision may be made pursuant to Section 301 without the consent of any Holder) or to provide that 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, PROVIDED HOWEVER that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.061006, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b611(b) and 9.01(8901(8). A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 4 contracts

Sources: Indenture (Viking International LTD), Indenture (Viking International LTD), Indenture (Aviall Services Inc)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each all series affected by such supplemental indenture (with the Securities of each series voting then Outstanding under this Indenture, considered as a one class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this the Indenture; provided, however, that if there shall be Securities of more than one series Outstanding hereunder and if a proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such series, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series so directly affected, considered as one class, shall be required; and provided, further, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,: (1a) change the Stated Maturity of the principal of, or premium, if any, or any installment of principal of or premium, if any, or interest onon (except as provided in Section 311 hereof), any Security, or reduce the principal amount thereof or the rate of interest thereon (or the amount of any installment of interest thereon) or change the method of calculating such rate or reduce any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, 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 5.02, or change any Place of Payment where, or the coin or currency (or currency unit other property), in which, 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 of any Security (or, in the case of redemption, on or after the Redemption Date);, without, in any such case, the consent of the Holder of such Security, or (2b) reduce the percentage in principal amount of the Outstanding Securities of any seriesseries (or, if applicable, in liquidation preference of any series of Preferred Securities), the consent of whose the Holders of which is required for any such supplemental indenture, or the consent of whose the Holders of which is required for any waiver of compliance with certain provisions any provision of this Indenture or Defaults or Events of Default any default hereunder and their consequences provided its consequences, or reduce the requirements of Section 1304 for quorum or voting, without, in this Indenture; any such case, the consent of the Holders of each Outstanding Security of such series, or (3c) modify any of the provisions of this Section, Section 5.13 607 or Section 10.06813 with respect to the Securities of any series, except to increase any the percentages in principal amount referred to in this Section or such percentage other Sections or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.06Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b911(b), 914 and 1201(h). Notwithstanding the foregoing, so long as any of the Preferred Securities remain outstanding, the Trustee may not consent to a supplemental indenture under this Section 1202 without the prior consent, obtained as provided in a Trust Agreement pertaining to a Trust which issued such Preferred Securities, of the holders of not less than a majority in aggregate liquidation preference of all Preferred Securities issued by such Trust affected, considered as one class, or, in the case of changes described in clauses (a), (b) and 9.01(8)(c) above, 100% in aggregate liquidation preference of all such Preferred Securities then outstanding which would be affected thereby, considered as one class. A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. A waiver by a Holder of such Holder's right to consent under this Section shall be deemed to be a consent of such Holder.

Appears in 4 contracts

Sources: Indenture (Txu Capital Iv), Indenture (Allete Capital Iii), Indenture (Txu Capital I)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class), by Act of said Holders delivered to the Company Issuers and the Trustee, the CompanyIssuers, when authorized by a Board ResolutionResolutions, and the Trustee shall, subject to Section 9.03, 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 Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or premium, other amounts, if any, or any installment of principal of or premium, other amounts, if any, or interest on, any Security, or reduce the principal amount (or accreted value, as the case may be) thereof or the rate of interest thereon or accretions or any premium or other amounts payable upon the optional redemption redemption, repurchase or Stated Maturity repayment thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon of the foregoing is determined, or reduce the amount of the principal of any Original Issue Discount Security (or accreted value, as the case may be) 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 or currency unit in which, any Security or any premium or interest thereon is payableApplicable Currency for, or impair the right to receive payment of principal of a premium, interest or other amounts, if any, on any Holder's Securities on or after their respective due dates or to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (payment; 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 Defaults or Events of Default hereunder and their consequences provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 5.13 or Section 10.06, except to increase any such percentage or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8); or (4) modify any conversion ratio or otherwise impair conversion rights with respect to such Outstanding Securities, except as expressly permitted by the terms of such Outstanding Securities; or (5) modify any redemption provisions applicable to such Outstanding Securities; or (6) directly or indirectly release any of the collateral or security interest or guarantee in respect of such Outstanding Securities, except as expressly permitted by the terms of such Outstanding Securities; or (7) change any obligations to pay additional amounts provided in the terms of such Outstanding Securities. A supplemental indenture which 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 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 4 contracts

Sources: Senior Debt Indenture (Meristar Hospitality Operating Partnership Lp), Subordinated Debt Indenture (Meristar Hospitality Operating Partnership Lp), Senior Debt Indenture (Meristar Hospitality Operating Partnership Lp)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of a majority in of the aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class)indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, Company (when authorized by or pursuant to a Board Resolution), the Guarantors and the Trustee shall, subject to Section 9.03, 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 modifying in any manner other indenture supplemental hereto or to modify the rights of the Holders of Securities of such series under this IndentureSecurities; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,, an amendment under this Section may not: (1) change the Stated Maturity of the principal of, of or premium, if any, on or of any installment of principal of or premium, if any, or interest, if any, on or Additional Amounts, if any, with respect to, any Security, or reduce the principal amount of or any installment of principal of or premium, if any, or interest, if any, on or any Additional Amounts payable with respect to, any Security or the rate of interest on, on any Security, or reduce the principal amount thereof of premium, if any, payable upon redemption of any Security or the rate repurchase by the Company of interest thereon or any premium payable upon Security at the optional redemption or Stated Maturity option of the Holder thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon or Additional Amounts, if any, with respect thereto is determined, or reduce the amount of the principal of any Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.025.2, or change the currency in which any Place of Payment where, or the coin or currency or currency unit in which, any Security Securities or any premium or the interest thereon or Additional Amounts, if any, with respect thereto, is payable, or change the index, securities or commodities with reference to which or the formula by which the amount of principal or any premium or the interest thereon is payabledetermined, 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 DateDate or in the case of repurchase by the Company at the option of the Holder, on or after the date for repurchase); (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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; or; (3) modify change any obligation of the provisions of Company to maintain an office or agency in the places and for the purposes specified in Section 9.2; (4) make any change in Section 5.7 or this Section, Section 5.13 or Section 10.06, 8.2 except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder Holders of each Outstanding Security affected thereby; provided, however, that or (5) release any Guarantor from any of its obligations under its Guarantee or this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.06, or the deletion of this proviso, Indenture other than in accordance with the requirements terms of Sections 6.11(b) and 9.01(8)this Indenture. A supplemental indenture which changes or eliminates any covenant or other provisions 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 is not be necessary for any Act of Holders 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 Act shall approve they consent to the substance thereof.

Appears in 3 contracts

Sources: Indenture (Cadiz Inc), Indenture (Capital Markets Co), Indenture (Cadiz Inc)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each all series affected by such supplemental indenture (with the Securities of each series voting acting as a one class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this Indenture; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture 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 principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon thereon, any Additional Amounts with respect thereto or any premium payable upon the optional redemption or Stated Maturity thereof, or change any obligation of the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determinedCompany to pay Additional Amounts (except as contemplated by Section 801(1) and permitted by Section 901(1)), or reduce the amount of the principal of any an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02502, or change any Place of Payment where, or the coin or currency or currency unit currencies (including composite currencies) in which, any Security or any premium or any interest thereon or Additional Amounts with respect thereto 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 seriesSecurities, 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 5.13 512 or Section 10.061007, except to increase any such percentage or to provide with respect to any particular series the right to condition the effectiveness of any supplemental indenture as to that series on the consent of the Holders of a specified percentage of the aggregate principal amount of Outstanding Securities of such series (which provision may be made pursuant to Section 301 without the consent of any Holder) or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; providedPROVIDED, howeverHOWEVER, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.061007, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b611(b) and 9.01(8901(7). A supplemental indenture which that changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 3 contracts

Sources: Indenture (Transocean Offshore Inc), Indenture (Transocean Offshore Inc), Indenture (Pride Petroleum Services Inc)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of a majority in of the aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class)indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, Company (when authorized by or pursuant to a Board Resolution, ) and the Trustee shall, subject to Section 9.03, 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 modifying in any manner other indenture supplemental hereto or to modify the rights of the Holders of Securities of such series under this IndentureSecurities; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,, an amendment under this Section may not: (1) change the Stated Maturity of the principal of, of or premium, if any, on or of any installment of principal of or premium, if any, or interest, if any, on or Additional Amounts, if any, with respect to, any Security, or reduce the principal amount of or any installment of principal of or premium, if any, or interest, if any, on or any Additional Amounts payable with respect to, any Security or the rate of interest on, on any Security, or reduce the principal amount thereof of premium, if any, payable upon redemption of any Security or the rate repurchase by the Company of interest thereon or any premium payable upon Security at the optional redemption or Stated Maturity option of the Holder thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon or Additional Amounts, if any, with respect thereto is determined, or reduce the amount of the principal of any Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.025.2, or change the currency in which any Place of Payment where, or the coin or currency or currency unit in which, any Security Securities or any premium or the interest thereon or Additional Amounts, if any, with respect thereto, is payable, or change the index, securities or commodities with reference to which or the formula by which the amount of principal or any premium or the interest thereon is payabledetermined, 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 DateDate or in the case of repurchase by the Company at the option of the Holder, on or after the date for repurchase); (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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2; or (34) modify make any of the provisions of change in Section 5.7 or this Section, Section 5.13 or Section 10.06, 8.2 except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder Holders of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8). A supplemental indenture which changes or eliminates any covenant or other provisions 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 is not be necessary for any Act of Holders 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 Act shall approve they consent to the substance thereof.

Appears in 3 contracts

Sources: Subordinated Indenture (Cadiz Inc), Subordinated Indenture (Capital Markets Co), Subordinated Indenture (Cadiz Inc)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of a majority in of the aggregate principal amount of the Outstanding Securities of each series adversely affected by such supplemental indenture (with the Securities of each series voting as a class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner other indenture supplemental hereto or to modify the rights of the Holders of Securities of such series under this IndentureSecurities; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,, a supplemental indenture under this Section may not: (1) change the Stated Maturity of the principal of, or premium, if any, on, or any installment of principal of or premium, if any, or interest on, or any Additional Amounts on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption redemption, repurchase or Stated Maturity repayment thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest or Additional Amounts thereon is determined, determined or reduce the amount of the principal of any Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change any the Place of Payment where, where or the coin or currency or currency unit in which, which any Security Securities or any premium or the interest or Additional Amounts 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 seriesaffected thereby, 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.02; or (34) modify make any of the provisions of change in Section 5.07 or this Section, Section 5.13 or Section 10.06, 8.02 except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without with the consent of the Holder Holders of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8). A supplemental indenture which 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 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 3 contracts

Sources: Indenture (Amerus Life Holdings Inc), Indenture (Metris Companies Inc), Indenture (Amerus Life Holdings Inc)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than at least a majority in aggregate principal amount of the Outstanding Debt Securities of each any series affected by such supplemental indenture (with the Securities of each series voting as a class)proposed supplement or amendment, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, may enter into an indenture or indentures supplemental hereto hereto, or amendments to the Guarantees for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Guarantees or of modifying in any manner the rights of the Holders of the Debt Securities of such series under this IndentureIndenture or the Guarantees; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Debt Security affected thereby, (1a) change the Stated Maturity of the principal of, or premium, if any, or any installment of principal of or premium, if any, or interest on, any Debt Security, or reduce the principal amount thereof or the rate (or extend the time for payment) of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner currency in which the amount principal of any principal thereof or (and premium, if any, ) or interest thereon on such Debt Security is determined, denominated 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 5.02, or change any Place of Payment where, or the coin or currency or currency unit 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 (orincluding, in the case of redemption, on or after the Redemption Date);, or alter any redemption provisions in a manner adverse to the Holders of Debt Securities or release any Guarantor under any Guarantee (except in accordance with the terms of the Indenture or the Guarantee) or collateral, if any, securing the Debt Securities (except in accordance with the terms of the Indenture or the documents governing such collateral, if any); or (2b) reduce the percentage in principal amount of the Outstanding Debt 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 respect Debt Securities of any such series or with certain provisions of this Indenture or Defaults or Events of Default certain defaults hereunder and their consequences provided for in this Indenture; or (3c) modify any of the provisions of this Section, Section 5.13 4.07 or Section 10.066.13, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Debt Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.06Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b7.11 and 9.01(f); or (d) and 9.01(8). A supplemental indenture which changes or eliminates modify any covenant or other of the provisions of this Indenture which has by their terms expressly been included solely for require the benefit consent of one or more particular series each affected Holder of Securities, or which modifies the rights of the Holders of Debt 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 seriesmodify. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. The terms of any document entered into pursuant to this Section shall be subject to prior approval, if required, of any applicable Gaming Authority. To the extent required by applicable Gaming Laws, Debt Securities held by a Disqualified Holder shall, so long as held by such a Person, be disregarded for purposes of providing consents and determining the sufficiency of consents under this Section 9.02. 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 the Holders of Debt Securities of one or more particular series, or which modifies the rights of the Holders of such Debt Securities with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Debt Securities of any other series.

Appears in 3 contracts

Sources: Indenture (MRG Vegas Portal, Inc.), Indenture (Ramparts, Inc.), Indenture (MGM Mirage)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of a majority in of the aggregate principal amount of the Outstanding Securities of each series adversely affected by such supplemental indenture (with the Securities of each series voting as a class), by Act of said Holders delivered to the Company and the Trusteeindenture, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner other indenture supplemental hereto or to modify the rights of the Holders of Securities of such series under this IndentureSecurities; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,, a supplemental indenture under this Section may not: (1a) change the Stated Maturity of the principal of, or premium, if any, on, or any installment of principal of or premium, if any, interest, if any, or interest Additional Interest, if any, on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption redemption, repurchase or Stated Maturity repayment thereof, or extend the time for payment of interest on any Security or change the manner in which the amount of any principal thereof or premium, if any, interest, if any, or interest Additional Interest, if any, thereon is determined, or reduce determined (other than those provisions referenced in paragraph (h) of this Section 9.2) in a manner adverse to the amount holders of the principal of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration of Securities, (b) change the Maturity thereof pursuant to Section 5.02, or change any Place of Payment where, where or the coin or currency or currency unit in which, which any Security or any premium premium, the interest or interest Additional Interest, if any, 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); (2c) reduce the percentage in principal amount of the Outstanding Securities of any seriesSecurities, 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; or; (3d) modify change any obligation of the provisions Company to maintain an office or agency in the places and for the purposes specified in Section 3.3 herein; (e) make any change in Section 6.7 herein (other than to add sections to institute suit for the enforcement of any payment on or with respect to the Securities) or this Section, Section 5.13 or Section 10.06, except 9.2 (other than to increase any such percentage or to provide that certain other provisions of this Indenture canadd sections which may not be modified amended, supplemented or waived without the consent of each holder affected thereby); (f) waive a default in the Holder payment of each Outstanding Security principal of, interest on, or redemption payment with respect to, the Securities (except a rescission of acceleration of the Securities by the holders thereof as provided in this Indenture and a waiver of the payment default that resulted from such acceleration); (g) modify the ranking or priority of the Securities in a manner that would be adverse to the holders of the Securities affected thereby; provided, however, that this clause shall not be deemed or (h) modify the provisions relating to require any Offer to Purchase required under the consent covenants described under Section 3.13 if an Asset Sale Offer Trigger Date has occurred or Section 5.9 if a Change of any Holder with respect Control has occurred in a manner materially adverse to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8). A supplemental indenture which 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 holders 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 seriesaffected thereby. It shall is not be necessary for any Act of Holders under this Section 9.2 for the Holders to approve consent to the particular form of any proposed supplemental indenture, but it shall be is sufficient if such Act shall approve they consent to the substance thereof. Upon the request of the Company, accompanied by an Officers’ Certificate and a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may, but shall not be obligated to, enter into such supplemental indenture.

Appears in 3 contracts

Sources: Indenture (Navistar International Corp), Indenture (Navistar International Corp), Indenture (Navistar, Inc.)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of a majority in of the aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class)indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, Company (when authorized by or pursuant to a Board Resolution, ) and the Trustee shall, subject to Section 9.03, 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 modifying in any manner other indenture supplemental hereto or to modify the rights of the Holders of Securities of such series under this IndentureSecurities; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,, an amendment under this Section may not: (1) change the Stated Maturity of the principal of, of or premium, if any, on or of any installment of principal of or premium, if any, or interest interest, if any, on, or Additional Amounts, if any, with respect to, any Security, or reduce the principal amount thereof of, or any installment of principal of, or premium, if any, or interest, if any, on, or any Additional Amounts payable with respect to, any Security or the rate of interest thereon on any Security, or any premium reduce the amount of premium, if any, payable upon redemption of any Security or the optional redemption or Stated Maturity repurchase by the Company of any Security at the option of the Holder thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon or Additional Amounts, if any, with respect thereto is determined, or reduce the amount of the principal of any Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.025.2, or change the currency in which any Place of Payment where, or the coin or currency or currency unit in which, any Security Securities or any premium or the interest thereon or Additional Amounts, if any, with respect thereto, is payable, or change the index, securities or commodities with reference to which or the formula by which the amount of principal or any premium or the interest thereon is payabledetermined, 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 DateDate or, in the case of repurchase by the Company at the option of the Holder, on or after the date for repurchase); (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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2; or (34) modify make any of the provisions of change in Section 5.7 or this Section, Section 5.13 or Section 10.06, 8.2 except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder Holders of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8). A supplemental indenture which changes or eliminates any covenant or other provisions 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 is not be necessary for any Act of Holders 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 Act shall approve they consent to the substance thereof.

Appears in 3 contracts

Sources: Indenture (Fidelity National Title Group, Inc.), Indenture (Fidelity National Title Group, Inc.), Indenture (Fidelity National Title Group, Inc.)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority major- ity in aggregate principal amount of the Outstanding Securities of each all series affected by such supplemental indenture (with the Securities of each series voting then Outstanding under this Indenture, considered as a one class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this the Indenture; provided, however, that if there shall be Securities of more than one series Outstanding hereunder and if a proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such series, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series so directly affected, considered as one class, shall be required; and provided, further, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,: (1a) change the Stated Maturity of the principal of, or premium, if any, or any installment of principal of or premium, if any, or interest onon (except as provided in Section 312 hereof), any Security, or reduce the principal amount thereof or the rate of interest thereon (or the amount of any installment of interest thereon) or change the method of calculating such rate or reduce any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, 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 5.02, or change any Place of Payment where, or the coin or currency (or currency unit other property), in which, 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 of any payment on any Security (or, in the case of redemption, on or after the Redemption Date);, without, in any such case, the consent of the Holder of such Security, or (2b) reduce the percentage in principal amount of the Outstanding Securities of any seriesseries (or, if applicable, in liquidation preference of any series of Preferred Securities), the consent of whose the Holders of which is required for any such supplemental indenture, or the consent of whose the Holders of which is required for any waiver of compliance with certain provisions any provision of this Indenture or Defaults or Events of Default any default hereunder and their consequences provided its conse- quences, or reduce the requirements of Section 1304 for quorum or voting, without, in this Indenture; any such case, the consent of the Holder of each Outstanding Security of such series, or (3c) modify any of the provisions of this Section, Section 5.13 607 or Section 10.06813 with respect to the Securities of any series, except to increase any the percentages in principal amount referred to in this Section or such percentage other Sections or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.06Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b911(b), 914 and 1201(h). Notwithstanding the foregoing, so long as any of the Preferred Securities remain outstanding, the Trustee may not consent to a supplemental indenture under this Section 1202 without the prior consent, obtained as provided in the Trust Agreement pertaining to the Trust which issued such Preferred Securities, of the holders of not less than a majority in aggregate liquidation preference of all Preferred Securities issued by such Trust then Outstanding which would be affected thereby or, in the case of changes described in clauses (a), (b) and 9.01(8)(c) above, 100% in aggregate liquidation preference of all such Preferred Securities. A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. A waiver by a Holder of such ▇▇▇▇▇▇'s right to consent under this Section shall be deemed to be a consent of such Holder.

Appears in 2 contracts

Sources: Indenture (Montana Power Co /Mt/), Indenture (Montana Power Capital I)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class)indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 Indenture, or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture 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 principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon (including any change in the index, indices or formula pursuant to which such rate is determined that would reduce such rate for any period) or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner right to convert any Security in which accordance with the amount provisions in the form of any principal thereof or premium, if any, or interest thereon is determinedsuch Security pursuant to Section 301(9) hereof, or reduce the amount of the principal of any an Original Issue Discount Security that or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02502, or change any Place of Payment where, or the coin or currency or currency unit 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 any such right to convert, 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; , or (3) modify any of the provisions of this Section, Section 5.13 513 or Section 10.061008, except to increase any such percentage or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.061008, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) 611 and 9.01(8901(8). A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 2 contracts

Sources: Indenture (RadNet, Inc.), Indenture (RadNet, Inc.)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class)or indentures, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of each such series under this Indenture; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1a) change the Maturity or the Stated Maturity of the principal of, or premium, if any, or any installment instalment of principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, or reduce the amount of the principal of any an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.025.2, or change the method of computing the amount of principal thereof or interest thereon on any date, or change any Place of Payment where, or the coin or currency or currency unit 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 Maturity or the Stated Maturity Maturity, as the case may be, thereof (or, in the case of redemption, on or after the Redemption Date);; or (2b) 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences, provided for in this Indenture; or (3c) modify any of the provisions of this Section, Section 5.13 or Section 10.065.16, except to increase any such percentage percentage, or to provide that certain other designate, in any supplemental indenture, additional provisions of this Indenture which, with respect to such series, cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; providedPROVIDED, howeverHOWEVER, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.065.16, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(89.1(h). ; or (d) modify the provisions of Article 14 hereof relating to conversion of Securities of a series in a manner adverse to the Holders of Securities of such series; or (e) [IF APPLICABLE, INSERT -- modify the provisions of Article 15 hereof as it relates to Outstanding Securities of a series in a manner adverse to the Holders of Securities of such series;] A supplemental indenture which changes or eliminates any covenant covenants or other provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 2 contracts

Sources: Indenture (Golden Star Resources LTD), Indenture (Stillwater Mining Co /De/)

Supplemental Indentures with Consent of Holders. (a) With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each all series affected by such supplemental indenture (with the Securities of each series voting acting as a one class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this Indentureindenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding outstanding Security affected thereby, (1i) change the Stated Maturity of the principal of, or premium, if any, or any installment of principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, or reduce the amount of the principal of any an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.026.02, or change any Place of Payment where, or the coin or currency 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);, or affect adversely the terms, if any, of conversion of any Security into stock or other securities of the Company or of any other corporation, (2ii) 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; , (iii) change any obligation of the Company, with respect to Outstanding Securities of a series, to maintain an office or agency in the places and for the purposes specified in Section 11.02 for such series, or (3iv) modify any of the provisions of this Section, Section 5.13 or Section 10.066.13, except to increase any such percentage or to provide with respect to any particular series the right to condition the effectiveness of any supplemental indenture as to that series on the consent of the Holders of a specified percentage of the aggregate principal amount of Outstanding Securities of such series (which provision may be made pursuant to Section 2.02 or Section 3.01, as the case may be, without the consent of any Holder) or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.06Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(bSection 7.11(b) and 9.01(810.01(vii). (b) For purposes of this Section 10.02, if the Securities of any series are issuable upon the exercise of warrants, each holder of an unexercised and unexpired warrant with respect to such series shall be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrant. For such purposes, the ownership of any such warrant shall be determined by the Company in a manner consistent with customary commercial practices. The Trustee for such series shall be entitled to rely on an Officers’ Certificate as to the principal amount of Securities of such series in respect of which consents shall have been executed by holders of such warrants. (c) A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 2 contracts

Sources: Indenture (Ibm International Group Capital LLC), Indenture (International Business Machines Corp)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each all series affected by such supplemental indenture (with the Securities of each series voting acting as a one class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this Indenture; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture 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 principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon thereon, any Additional Amounts with respect thereto or any premium payable upon the optional redemption or Stated Maturity thereof, or change any obligation of the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determinedCompany to pay Additional Amounts (except as contemplated by Section 801(1) and permitted by Section 901(1)), or reduce the amount of the principal of any an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02502, or change any Place of Payment where, or the coin or currency or currency unit currencies (including composite currencies) in which, any Security or any premium or any interest thereon or Additional Amounts with respect thereto 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 seriesSecurities, 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 5.13 512 or Section 10.061007, except to increase any such percentage or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8). A supplemental indenture which 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 right to condition 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 effectiveness of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.supplemental

Appears in 2 contracts

Sources: Indenture (Pilgrims Pride Corp), Indenture (Pilgrims Pride Corp)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in of the aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class)indenture, by Act of said Holders delivered to the Company and the TrusteeCompany, the Company, when authorized by a Board Resolution, the Guarantors and the Trustee shall, subject to Section 9.03, may enter into an indenture or indentures supplemental hereto for the purpose of adding to add any provisions to or changing to change in any manner or eliminating eliminate any of the provisions of this Indenture or of modifying any other indenture supplemental hereto or to modify in any manner the rights of the Holders of Securities of such series under this Indentureseries; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,, an amendment under this Section may not: (1a) change the Stated Maturity of the principal of, or premium, if any, on, or any installment of principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, determined or reduce the amount of the principal of any Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.025.2, or change any Place of Payment where, or the coin or currency or currency unit in which, which any Security Securities 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); (2b) 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 Defaults certain defaults (c) change any obligation of the Company to maintain an office or Events agency in the places and for the purposes specified in Section 9.2; (d) make any change that adversely affects any right to convert or exchange any Security to which the provisions of Default hereunder and their consequences Article 14 are applicable or, except as provided for in this Indenture, decrease the conversion or exchange rate or increase the conversion or exchange price of any such Security; or (3e) modify make any of the provisions of change in this SectionSection 8.2, Section 5.13 5.7 or Section 10.06, 9.6 except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without with the consent of the Holder Holders of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder of a Security or coupon with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.06, 9.6 or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) Section 6.11 and 9.01(88.1(h). A supplemental indenture which changes or eliminates any covenant or other provisions 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 is not be necessary for any Act of Holders 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 Act shall approve they consent to the substance thereof.

Appears in 2 contracts

Sources: Senior Indenture (Allied Waste Industries Inc), Senior Indenture (Allied Waste Industries Inc)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each all series affected by such supplemental indenture (with the Securities of each series voting acting as a one class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this Indentureindenture; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or premium, if any, or any installment of principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, or reduce the amount of the principal of any an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.026.2, or change any Place of Payment where, or the coin or currency currency, currencies or currency unit or units in which, any Security or the principal, 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 affect adversely the terms, if any, of conversion of any Security into shares or other securities of the Company or of any other corporation, (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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; , (3) change any obligation of the Company, with respect to Outstanding Securities of a series, to maintain an office or agency in the places and for the purposes specified in Section 11.2 for such series, or (34) modify any of the provisions of this Section, Section 5.13 or Section 10.066.13, except to increase any such percentage or to provide with respect to any particular series the right to condition the effectiveness of any supplemental indenture as to that series on the consent of the Holders of a specified percentage of the aggregate principal amount of Outstanding Securities of such series (which provision may be made pursuant to Section 2.2 or Section 3.1, as the case may be, without the consent of any Holder) or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; providedPROVIDED, howeverHOWEVER, that this clause Clause shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.06Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(bSection 7.11(b) and 9.01(810.1(7). 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 unexpired warrant with respect to such series shall be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrant. For such purposes, the ownership of any such warrant shall be determined by the Company in a manner consistent with customary commercial practices. The Trustee for such series shall be entitled to rely on an Officers' Certificate as to the principal amount of Securities of such series in respect of which consents shall have been executed by holders of such warrants. A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. In connection with any supplemental indenture or waiver under this Article Ten, the Company may, but shall not be obligated to, offer to any Holder who consents to such supplemental indenture, or to all Holders, consideration for such Holder's consent to such supplemental indenture.

Appears in 2 contracts

Sources: Indenture (Apex Silver Mines LTD), Indenture (Apex Silver Mines LTD)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each such series voting as a separate class), by Act of said Holders delivered to the Company Company, the Guarantor and the Trustee, the CompanyCompany and the Guarantor, when authorized by a Board Resolution, Resolutions and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture 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 principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, or reduce the amount of the principal of any an Original Issue Discount Security that or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02502, or change any Place of Payment where, or the coin or currency or currency unit in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date) or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 5.13 513 or Section 10.061009, except to increase any such percentage or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.061009, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b611 and 901(8); or (4) and 9.01(8)following the making of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder; (5) modify Article Thirteen or the definitions used in Article Thirteen in a manner which adversely affects the Holders of Outstanding Securities in any material respect; or (6) modify Section 1010 in a manner which adversely affects the rights of the Holders of Outstanding Securities to receive Additional Amounts in any material respect. A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 2 contracts

Sources: Senior Indenture (Brown Tom Inc /De), Senior Indenture (Brown Tom Inc /De)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class)indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 Indenture, or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture 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 principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon (including any change in the index, indices or formula pursuant to which such rate is determined that would reduce such rate for any period) or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner right to convert any Security in which accordance with the amount provisions in the form of any principal thereof or premium, if any, or interest thereon is determinedsuch Security pursuant to Section 301(9) hereof, or reduce the amount of the principal of any an Original Issue Discount Security that or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02502, or change any Place of Payment where, or the coin or currency or currency unit 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 any such right to convert, 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; , or (3) modify any of the provisions of this Section, Section 5.13 513 or Section 10.061008, except to increase any such percentage or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to the Trustee” Trustee and concomitant changes in this Section and Section 10.061008, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) 611 and 9.01(8901(8). A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act of Holders shall approve the substance thereof.

Appears in 2 contracts

Sources: Indenture (Arch Coal Inc), Indenture (Allegheny Technologies Inc)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class)indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1a) change the Stated Maturity of the principal of, or premium, if any, or any installment of principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, or reduce the amount of the principal of any an Original Issue Discount Security that or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.025.2, or change any Place of Payment where, or the coin or currency or currency unit 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, in the event that such Securities are subordinated to other obligations of the Company as contemplated by Section 3.1(s), modify provisions with respect to the subordination of such Securities in a manner adverse to the Holders, or in the event that such Securities are convertible into any other property or into other securities of the Company as contemplated by Section 3.1(t), modify the provisions with respect to the conversion of such Securities in a manner adverse to the Holders, or (2b) 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; , or (3c) modify any of the provisions of this Section, Section 5.13 or Section 10.0610.8, except to increase any such percentage or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.0610.8, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) 6.11 and 9.01(89.1(i). A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 2 contracts

Sources: Indenture (Interoil Corp), Indenture (Interoil Corp)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each all series affected by such supplemental indenture (with the Securities of each series voting as a one class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture 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 principal of or premiuminterest, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, or reduce the amount of the principal of any an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02502 hereof, or change any Place of Payment where, or the coin or currency or currency unit 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 redemptionredemption or repayment at the option of the Holder, on or after the Redemption DateDate or repayment date, respectively);, (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 Defaults or Events of Default certain defaults hereunder and their consequences consequences, or the declaration of certain defaults hereunder, provided for in this Indenture; , or (3) modify any of the provisions of this Section, Section 5.13 902 or Section 10.06513 hereof, except to increase any such percentage or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.06902, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b611(b) and 9.01(8)901(8) hereof. A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve 902 that the particular form of any proposed supplemental indentureindenture be approved by an Act, but it shall be sufficient if such Act shall approve provided that the substance thereofof such proposed supplemental indenture shall have been approved.

Appears in 2 contracts

Sources: Indenture (Energy East Corp), Indenture (New York State Electric & Gas Corp)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture Supplemental Indenture or Indentures (with the Securities of each series voting acting as a one class), by Act of said Holders delivered to the Company Company, the Subsidiary Guarantors and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions, and the Trustee shall, subject to Section 9.03, may enter into an indenture a Supplemental Indenture or indentures supplemental Supplemental Indentures 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 Securities of each such series under this Indenture; provided, however, that no such supplemental indenture Supplemental Indenture 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 principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable thereon or the amount payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount place of any principal thereof or premium, if any, or interest thereon is determined, 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 5.02, or change any Place of Payment payment where, or the coin or currency or currency unit 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 permit the Company to redeem the Securities if, prior to such action, the Company is not permitted to do so, 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 indentureSupplemental Indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; , or reduce the percentage in principal amount of the Outstanding Securities of any series required for the adoption of a resolution or the quorum required at any meeting of Holders at which a resolution is adopted, or (3) modify any of the provisions of this Section, Section 5.13 or Section 10.06, 513 except to increase any such percentage or to provide that 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 deemed to require or (4) impair the consent unconditional nature of any Holder with respect Subsidiary Guarantees, or (5) change the obligation of the Company to changes maintain an office or agency in the references to “the Trustee” places and concomitant changes in this Section and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8). A supplemental indenture which 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 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 seriespurpose specified in Section 1002. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, Supplemental Indenture but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 2 contracts

Sources: Indenture (Staples Inc), Indenture (Staples Inc)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of a majority in of the aggregate principal amount of the Outstanding Securities of each series adversely affected by such supplemental indenture (with the Securities of each series voting as a class), by Act of said Holders delivered to the Company and the Trusteeand, if applicable, the CompanyGuarantor, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner other indenture supplemental hereto or to modify the rights of the Holders of Securities of such series under this IndentureSecurities; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,, a supplemental indenture under this Section may not: (1) change the Stated Maturity of the principal of, or premium, if any, on, or any installment of principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, determined or reduce the amount of the principal of any Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.025.2, or change any the Place of Payment where, where or the coin or currency or currency unit in which, which any Security Securities 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 seriesaffected thereby, 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2; or (34) modify make any of the provisions of change in Section 5.7 or this Section, Section 5.13 or Section 10.06, 8.2 (a) except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without with the consent of the Holder Holders of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8). A supplemental indenture which 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 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 2 contracts

Sources: Indenture (Cihc Inc), Second Senior Indenture (Cihc Inc)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in of the aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class)indenture, by Act of said Holders delivered to the Company and the TrusteeCompany, the Company, when authorized by a Board Resolution, the Guarantors and the Trustee shall, subject to Section 9.03, may enter into an indenture or indentures supplemental hereto for the purpose of adding to add any provisions to or changing to change in any manner or eliminating eliminate any of the provisions of this Indenture or of modifying any other indenture supplemental hereto or to modify in any manner the rights of the Holders of Securities of such series under this Indentureseries; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,, an amendment under this Section may not: (1a) change the Stated Maturity of the principal of, or premium, if any, on, or any installment of principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, determined or reduce the amount of the principal of any Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.025.2, or change any Place of Payment where, or the coin or currency or currency unit in which, which any Security Securities 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); (2b) 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture, or reduce the requirements of Section 13.4 for quorum or voting; (c) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2; (d) make any change that adversely affects any right to convert or exchange any Security to which the provisions of Article 14 are applicable or, except as provided in this Indenture, decrease the conversion or exchange rate or increase the conversion or exchange price of any such Security; (e) modify the provisions in Article 15 of this Indenture with respect to the subordination of Outstanding Securities of any series in a manner adverse to the Holders thereof; or (3f) modify make any of the provisions of change in this SectionSection 8.2, Section 5.13 5.7 or Section 10.06, 9.6 except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without with the consent of the Holder Holders of each Outstanding Security affected thereby; thereby provided, however, that this clause shall not be deemed to require the consent of any Holder of a Security or coupon with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.06, 9.6 or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) 6.11 and 9.01(88.1(h). A supplemental indenture which changes or eliminates any covenant or other provisions 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 is not be necessary for any Act of Holders 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 Act shall approve they consent to the substance thereof.

Appears in 2 contracts

Sources: Senior Subordinated Indenture (Allied Waste Industries Inc), Senior Subordinated Indenture (Allied Waste Industries Inc)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in of the aggregate principal amount of the Outstanding Securities of each all series adversely affected by such supplemental indenture (with the Securities of each series voting as a one class), by Act of said Holders delivered to the Company and the TrusteeCompany, the Company, when authorized by a Board Resolution, the Guarantors and the Trustee shall, subject to Section 9.03, may enter into an indenture or indentures supplemental hereto for the purpose of adding to add any provisions to or changing to change in any manner or eliminating eliminate any of the provisions of this Indenture or of modifying any other indenture supplemental hereto or to modify in any manner the rights of the Holders of Securities of such series under this IndentureSecurities; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,, an amendment under this Section may not: (1) change the Stated Maturity of the principal of, or premium, if any, on, or any installment of principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, determined or reduce the amount of the principal of any Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.025.2, or change any Place of Payment where, or the coin or currency or currency unit in which, which any Security Securities 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; or, or reduce the requirements of Section 13.4 for quorum or voting; (3) modify change any obligation of the provisions of this Section, Section 5.13 Company to maintain an office or Section 10.06, except to increase any such percentage or to provide that 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 deemed to require the consent of any Holder with respect to changes agency in the references to “the Trustee” places and concomitant changes in this Section and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8). A supplemental indenture which 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 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 any Act of Holders under this purposes specified in Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.9.2;

Appears in 2 contracts

Sources: Senior Indenture (Allied Waste Industries Inc), Senior Subordinated Indenture (Allied Waste Industries Inc)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each all series affected by such supplemental indenture (with the Securities of each series voting then Outstanding under this Indenture, considered as a one class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this the Indenture; provided, however, that if there shall be Securities of more than one series Outstanding hereunder and if a proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such series, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series so directly affected, considered as one class, shall be required; and provided, further, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,: (1a) change the Stated Maturity of the principal of, or premium, if any, or any installment of principal of or premium, if any, or interest onon (except as provided in Section 311 hereof), any Security, or reduce the principal amount thereof or the rate of interest thereon (or the amount of any installment of interest thereon) or change the method of calculating such rate or reduce any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, 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 5.02, or change any Place of Payment where, or the coin or currency (or currency unit other property), in which, 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 of any Security (or, in the case of redemption, on or after the Redemption Date);, without, in any such case, the consent of the Holder of such Security, or (2b) reduce the percentage in principal amount of the Outstanding Securities of any seriesseries (or, if applicable, in liquidation preference of any series of Preferred Securities), the consent of whose the Holders of which is required for any such supplemental indenture, or the consent of whose the Holders of which is required for any waiver of compliance with certain provisions any provision of this Indenture or Defaults or Events of Default any default hereunder and their consequences provided its consequences, or reduce the requirements of Section 1304 for quorum or voting, without, in this Indenture; any such case, the consent of the Holders of each Outstanding Security of such series, or (3c) modify any of the provisions of this Section, Section 5.13 607 or Section 10.06813 with respect to the Securities of any series, except to increase any the percentages in principal amount referred to in this Section or such percentage other Sections or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.06Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b911(b) and 9.01(81201(h). Notwithstanding the foregoing, so long as any of the Preferred Securities remain outstanding, the Trustee may not consent to a supplemental indenture under this Section 1202 without the prior consent, obtained as provided in a Trust Agreement pertaining to a Trust which issued such Preferred Securities, of the holders of not less than a majority in aggregate liquidation preference of all Preferred Securities issued by such Trust affected, considered as one class, or, in the case of changes described in clauses (a), (b) and (c) above, 100% in aggregate liquidation preference of all such Preferred Securities then outstanding which would be affected thereby, considered as one class. A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. A waiver by a Holder of such Holder's right to consent under this Section shall be deemed to be a consent of such Holder.

Appears in 2 contracts

Sources: Indenture for Unsecured Subordinated Debt Securities (Atlantic Capital Ii), Junior Subordinated Indenture (Atlantic City Electric Co)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each all series affected by such supplemental indenture (with the Securities of each series voting then Outstanding under this Indenture, considered as a one class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this the Indenture; provided, however, that if there shall be Securities of more than one series Outstanding hereunder and if a proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such series, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series so directly affected, considered as one class, shall be required; and provided, further, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,: (1a) change the Stated Maturity of the principal of, or premium, if any, or any installment of principal of or premium, if any, or interest onon (except as provided in Section 311 hereof), any Security, or reduce the principal amount thereof or the rate of interest thereon (or the amount of any installment of interest thereon) or change the method of calculating such rate or reduce any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, 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 5.02, or change any Place of Payment where, or the coin or currency (or currency unit other property), in which, 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 of any Security (or, in the case of redemption, on or after the Redemption Date);, without, in any such case, the consent of the Holder of such Security, or (2b) reduce the percentage in principal amount of the Outstanding Securities of any seriesseries (or, if applicable, in liquidation preference of any series of Preferred Securities), the consent of whose the Holders of which is required for any such supplemental indenture, or the consent of whose the Holders of which is required for any waiver of compliance with certain provisions any provision of this Indenture or Defaults or Events of Default any default hereunder and their consequences provided its conse- quences, or reduce the requirements of Section 1304 for quorum or voting, without, in this Indenture; any such case, the consent of the Holders of each Outstanding Security of such series, or (3c) modify any of the provisions of this Section, Section 5.13 607 or Section 10.06813 with respect to the Securities of any series, except to increase any the percentages in principal amount referred to in this Section or such percentage other Sections or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.06Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b911(b), 914 and 1201(h). Notwithstanding the foregoing, so long as any of the Preferred Securities remain outstanding, the Trustee may not consent to a supplemental indenture under this Section 1202 without the prior consent, obtained as provided in a Trust Agreement pertaining to a Trust which issued such Preferred Securities, of the holders of not less than a majority in aggregate liquidation preference of all Preferred Securities issued by such Trust affected, considered as one class, or, in the case of changes described in clauses (a), (b) and 9.01(8)(c) above, 100% in aggregate liquidation preference of all such Preferred Securities then outstanding which would be affected thereby, considered as one class. A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. A waiver by a Holder of such Holder's right to consent under this Section shall be deemed to be a consent of such Holder.

Appears in 2 contracts

Sources: Indenture (Texas Utilities Co /Tx/), Indenture (Texas Utilities Co /Tx/)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each all series affected by such supplemental indenture (with the Securities of each series voting as a single class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of each such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1a) change the Stated Maturity of the principal of, or premium, if any, or any installment of principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon (including any change in the index, indices or formula pursuant to which such rate is determined that would reduce such rate for any period) or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, or reduce the amount of the principal of any 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 or currency unit in which, any Security or any premium or interest thereon is payable, 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 (2b) reduce the percentage in principal amount of the Outstanding 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; , or (3c) modify any of the provisions of this Section, Section or Section 5.13 or Section 10.0610.09, except to increase any such percentage or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.0610.09, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(89.01(h). A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 2 contracts

Sources: Indenture (Goodyear Capital Trust I), Indenture (Goodyear Capital Trust I)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each all series affected by such supplemental indenture (with the Securities of each series voting then Outstanding under this Indenture, considered as a one class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this the Indenture; provided, however, that if there shall be Securities of more than one series Outstanding hereunder and if a proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such series, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series so directly affected, considered as one class, shall be required; and provided, further, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,: (1a) change the Stated Maturity of the principal of, or premium, if any, or any installment of principal of or premium, if any, or interest onon (except as provided in Section 311 hereof), any Security, or reduce the principal amount thereof or the rate of interest thereon (or the amount of any installment of interest thereon) or change the method of calculating such rate or reduce any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, 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 5.02, or change any Place of Payment where, or the coin or currency (or currency unit other property), in which, 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 of any Security (or, in the case of redemption, on or after the Redemption Date);, without, in any such case, the consent of the Holder of such Security, or (2b) reduce the percentage in principal amount of the Outstanding Securities of any seriesseries (or, if applicable, in liquidation preference of any series of Preferred Securities), the consent of whose the Holders of which is required for any such supplemental indenture, or the consent of whose the Holders of which is required for any waiver of compliance with certain provisions any provision of this Indenture or Defaults or Events of Default any default hereunder and their consequences provided its consequences, or reduce the requirements of Section 1304 for quorum or voting, without, in this Indenture; any such case, the consent of the Holders of each Outstanding Security of such series, or (3c) modify any of the provisions of this Section, Section 5.13 607 or Section 10.06813 with respect to the Securities of any series, except to increase any the percentages in principal amount referred to in this Section or such percentage other Sections or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.06Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b911(b) and 9.01(81201(h). Notwithstanding the foregoing, so long as any of the Preferred Securities remain outstanding, the Trustee may not consent to a supplemental indenture under this Section 1202 without the prior consent, obtained as provided in the Trust Agreement, of the holders of not less than a majority in aggregate liquidation preference of all Preferred Securities affected, considered as one class, or, in the case of changes described in clauses (a), (b) and (c) above, 100% in aggregate liquidation preference of all Preferred Securities then outstanding which would be affected thereby, considered as one class. A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. A waiver by a Holder of such Holder's right to consent under this Section shall be deemed to be a consent of such Holder.

Appears in 2 contracts

Sources: Indenture for Unsecured Subordinated Debt Securities (Tu Electric Capital I), Indenture for Unsecured Subordinated Debt Securities (Tu Electric Capital Ii)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class), by Act of said Holders delivered to the Company Issuer and the Trustee, the CompanyIssuer, when authorized by a Board ResolutionResolutions, and the Trustee shall, subject to Section 9.03, 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 Securities of such series under this Indenture; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or premium, other amounts, if any, or any installment of principal of or premium, other amounts, if any, or interest on, any Security, or reduce the principal amount (or accreted value, as the case may be) thereof or the rate of interest thereon or accretions or any premium or other amounts payable upon the optional redemption redemption, repurchase or Stated Maturity repayment thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon of the foregoing is determined, or reduce the amount of the principal of any Original Issue Discount Security (or accreted value, as the case may be) 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 or currency unit in which, any Security or any premium or interest thereon is payableApplicable Currency for, or impair the right to receive payment of principal or a premium, interest or other amounts, if any, on any Holder's Securities on or after their respective due dates or 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)payment; (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 Defaults or Events of Default hereunder and their consequences provided for in this Indenture; or; (3) modify any of the provisions of this SectionSection or Sections 5.07, Section 5.13 or Section 10.0610.09, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; providedPROVIDED, howeverHOWEVER, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.0610.09, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8); (4) modify any conversion ratio or otherwise impair conversion rights with respect to such Outstanding Securities, except as expressly permitted by the terms of such Outstanding Securities; (5) modify any redemption provisions applicable to such Outstanding Securities; (6) directly or indirectly release any of the collateral or security interest in respect of such Outstanding Securities, except as expressly permitted by the terms of such Outstanding Securities; or (7) change any obligations to pay additional amounts provided in the terms of such Outstanding Securities. A supplemental indenture which 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 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 2 contracts

Sources: Senior Debt Indenture (Cnooc LTD), Senior Debt Indenture (Nexen Inc)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each all series (voting as one class) affected by such supplemental indenture (with the Securities of each series voting as a class)or indentures, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however, that no such supplemental indenture 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 anythe Stated Maturity of, or any installment of principal of or premium, if any, or 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 any premium payable upon the optional redemption or Stated Maturity thereofthereon, or change the manner in which earliest Redemption Date of any Security that is redeemable before its Stated Maturity, or change the method of computing the amount of any principal thereof or premium, if anyon any date, or interest thereon is determined, or reduce the amount of the principal of any Original Issue Discount Security that would be due and payable upon eliminate 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 or currency unit 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 payment on or after the Maturity or the Stated Maturity Maturity, as the case may be, thereof (or, in the case of redemptionredemption or 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, indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; or; (3) modify any of the provisions of this Section, Section 5.13 or Section 10.067.13, except to increase any such percentage or to provide that 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 ; (4) modify the provisions in Article Eleven of this clause shall not be deemed to require the consent of any Holder Indenture with respect to changes the subordination of Outstanding Securities of any series in a manner adverse to the references Holders thereof; or (5) modify or affect in any manner adverse to the Trustee” Holders of the Securities the terms and concomitant changes conditions of the obligation of the Company in this Section respect of the due and Section 10.06, punctual payment of the principal of or premium or interest on the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8)Securities. A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 2 contracts

Sources: Subordinated Notes Indenture (First Midwest Bancorp Inc), Subordinated Notes Indenture (First Midwest Bancorp Inc)

Supplemental Indentures with Consent of Holders. (a) With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each all series affected by such supplemental indenture (with the Securities of each series voting acting as a one class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1i) change the Stated Maturity of the principal of, or premium, if any, or any installment of principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, or reduce the amount of the principal of any 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 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);, or affect adversely the terms, if any, of conversion or exchange of any Security into cash or any other securities or property of the Company or of any other Person, (2ii) 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; , (iii) change any obligation of the Company, with respect to Outstanding Securities of a series, to maintain an office or agency in the places and for the purposes specified in Section 10.02 for such series, or (3iv) modify any of the provisions of this Section, Section 5.13 or Section 10.065.13, except to increase any such percentage or to provide with respect to any particular series the right to condition the effectiveness of any supplemental indenture as to that series on the consent of the Holders of a specified percentage of the aggregate principal amount of Outstanding Securities of such series (which provision may be made pursuant to Section 3.02 without the consent of any Holder) or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.06Section, or the deletion of this proviso, in accordance with the requirements of Sections Section 6.11(b) and 9.01(89.01(vii). (b) For purposes of this Section 9.02, if the Securities of any series are issuable upon the exercise of warrants, each holder of an unexercised and unexpired warrant with respect to such series shall be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrant. For such purposes, the ownership of any such warrant shall be determined by the Company in a manner consistent with customary commercial practices. The Trustee for such series shall be entitled to rely on an Officer’s Certificate as to the principal amount of Securities of such series in respect of which consents shall have been executed by holders of such warrants. (c) A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 2 contracts

Sources: Senior Indenture (Lincoln National Corp), Senior Indenture (Metro Capital Trust V)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class)indenture, by Act of said Holders delivered to the Company Corporation, the Guarantor and the Trustee, the CompanyCorporation and the Guarantor, when authorized by a Board ResolutionResolutions, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture 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 principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, or reduce the amount of the principal of any an Original Issue Discount Security that or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, 502 or change any Place place of Payment where, payment where or the coin or currency or currency unit in which, 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; , or (3) modify or affect in any manner the terms and conditions of the obligations of the Guarantor in respect of the due and punctual payment of the principal of, or premium, if any, or interest on any Security, or (4) modify any of the provisions of this Section, Section 5.13 513 or Section 10.061006, except to increase any such percentage or to provide that 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 (4) shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.061006, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) 611 and 9.01(8901(8). A supplemental indenture which changes or eliminates any covenant or other provisions provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of SecuritiesSecurities (including the Guarantees endorsed thereon), or which modifies the rights of the Holders of Securities of such series or the Guarantees endorsed thereon 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 2 contracts

Sources: Senior Indenture (Sempra Energy Global Enterprises), Senior Indenture (Sempra Energy Global Enterprises)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class)indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture 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 instalment of principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, or reduce the amount of the principal of any an Original Issue Discount Security that or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02502, or change any Place of Payment where, or the coin or currency or currency unit 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; , or (3) modify any of the provisions of this Section, Section 5.13 513 or Section 10.06, except to increase any such percentage or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8). A supplemental indenture which 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 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.1010,

Appears in 2 contracts

Sources: Indenture (King Pharmaceuticals Inc), Indenture (King Pharmaceuticals Inc)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Debt Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class)separately, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities under this Indenture of such series under this IndentureDebt Securities; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding outstanding Debt Security of each such series affected thereby, (1) change the Stated Maturity of the principal of, or premiuminstallment of interest, if any, or any installment of principal of or premium, if any, or interest on, any Debt Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner Currency or Currencies in which the amount principal of any principal thereof or (and premium, if any, ) or interest thereon on such Debt Security is determineddenominated or payable, or reduce the amount of the principal of any Original Issue a Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section SECTION 5.02, or change any Place adversely affect the right of Payment whererepayment or repurchase, if any, at the option of the Holder, or reduce the coin amount of, or currency or currency unit in whichpostpone the date fixed for, any Security payment under any sinking fund or analogous provisions for any premium or interest thereon is payableDebt 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 Debt 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 Defaults or Events of Default certain defaults hereunder and their consequences provided for in this Indenture; or (3) modify any of the provisions of this Section, Section SECTION 5.13 or Section 10.06SECTION 11.09, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Debt Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.06SECTION 11.09, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) SECTIONS 6.09 and 9.01(810.01(7). A supplemental indenture which 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 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 2 contracts

Sources: Indenture (Hca Inc/Tn), Indenture (Hca Inc/Tn)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of a majority in of the aggregate principal amount of the Outstanding Securities of each series adversely affected by such supplemental indenture (with the Securities of each series voting as a class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner other indenture supplemental hereto or to modify the rights of the Holders of Securities of such series under this IndentureSecurities; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,, a supplemental indenture under this Section may not: (1) change the Stated Maturity of the principal of, or premium, if any, on, or any installment of principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, determined or reduce the amount of the principal of any Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.025.2, or change any the Place of Payment where, where or the coin or currency or currency unit in which, which any Security Securities 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 seriesaffected thereby, 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2; or (34) modify make any of the provisions of change in Section 5.7 or this Section, Section 5.13 or Section 10.06, 8.2(a) except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without with the consent of the Holder Holders of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b. (5) and 9.01(8). A supplemental indenture which changes or eliminates any covenant or other provisions 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, provision shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall is not be necessary for any Act of Holders 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 Act shall approve they consent to the substance thereof.

Appears in 1 contract

Sources: Indenture (Executive Risk Inc /De/)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class), by Act of said Holders delivered to the Company Issuers and the Trustee, the CompanyIssuers, when authorized by a Board ResolutionResolutions, and the Trustee shall, subject to Section 9.03, 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 Securities of such series under this Indenture; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or premium, other amounts, if any, or any installment of principal of or premium, other amounts, if any, or interest on, any Security, or reduce the principal amount (or accreted value, as the case may be) thereof or the rate of interest thereon or accretions or any premium or other amounts payable upon the optional redemption redemption, repurchase or Stated Maturity repayment thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon of the foregoing is determined, or reduce the amount of the principal of any Original Issue Discount Security (or accreted value, as the case may be) 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 or currency unit in which, any Security or any premium or interest thereon is payableApplicable Currency for, or impair the right to receive payment of principal of a premium, interest or other amounts, if any, on any Holder's Securities on or after their respective due dates or 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)payment; (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 Defaults or Events of Default hereunder and their consequences provided for in this Indenture; or; (3) modify any of the provisions of this Section, Section 5.13 or Section 10.06, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; providedPROVIDED, howeverHOWEVER, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8); (4) modify any conversion ratio or otherwise impair conversion rights with respect to such Outstanding Securities, except as expressly permitted by the terms of such Outstanding Securities; (5) modify any redemption provisions applicable to such Outstanding Securities; (6) directly or indirectly release any of the collateral or security interest or guarantee in respect of such Outstanding Securities, except as expressly permitted by the terms of such Outstanding Securities; or (7) change any obligations to pay additional amounts provided in the terms of such Outstanding Securities. A supplemental indenture which 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 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 1 contract

Sources: Subordinated Debt Indenture (Meristar Hospitality Corp)

Supplemental Indentures with Consent of Holders. (a) With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each all series affected by such supplemental indenture (with the Securities of each series voting acting as a one class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1i) change the Stated Maturity of the principal of, or premium, if any, or any installment of principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, or reduce the amount of the principal of any 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 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);, or affect adversely the terms, if any, of conversion or exchange of any Security into cash or any other securities or property of the Company or of any other Person, (2ii) 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; or, (3iii) change any obligation of the Company, with respect to Outstanding Securities of a series, to maintain an office or agency in the places and for the purposes specified in Section 10.02 for such series, (iv) modify any of the provisions of this Section, Section 5.13 or Section 10.065.13, except to increase any such percentage or to provide with respect to any particular series the right to condition the effectiveness of any supplemental indenture as to that series on the consent of the Holders of a specified percentage of the aggregate principal amount of Outstanding Securities of such series (which provision may be made pursuant to Section 3.02 without the consent of any Holder) or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.06Section, or the deletion of this proviso, in accordance with the requirements of Sections Section 6.11(b) and 9.01(89.01(vi); or (v) modify the provisions of Article XIII of this Indenture with respect to the subordination of Outstanding Securities of any series in a manner materially adverse to the Holders thereof. (b) For purposes of this Section 9.02, if the Securities of any series are issuable upon the exercise of warrants or subscription rights, each holder of an unexercised and unexpired warrant or subscription right with respect to such series shall be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrant or subscription right. For such purposes, the ownership of any such warrant or subscription right shall be determined by the Company in a manner consistent with customary commercial practices. The Trustee for such series shall be entitled to rely on an Officer’s Certificate as to the principal amount of Securities of such series in respect of which consents shall have been executed by holders of such warrants or subscription rights. (c) A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 1 contract

Sources: Subordinated Indenture (Gsi Commerce Inc)

Supplemental Indentures with Consent of Holders. (a) With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each all series affected by such supplemental indenture (with the Securities of each series voting acting as a one class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1i) change the Stated Maturity of the principal of, or premium, if any, or any installment of principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, or reduce the amount of the principal of any 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 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);, or affect adversely the terms, if any, of conversion or exchange of any Security into cash or any other securities or property of the Company or of any other Person, (2ii) 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; , (iii) change any obligation of the Company, with respect to Outstanding Securities of a series, to maintain an office or agency in the places and for the purposes specified in Section 10.02 for such series, or (3iv) modify any of the provisions of this Section, Section 5.13 or Section 10.065.13, except to increase any such percentage or to provide with respect to any particular series the right to condition the effectiveness of any supplemental indenture as to that series on the consent of the Holders of a specified percentage of the aggregate principal amount of Outstanding Securities of such series (which provision may be made pursuant to Section 3.02 without the consent of any Holder) or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.06Section, or the deletion of this proviso, in accordance with the requirements of Sections Section 6.11(b) and 9.01(89.01(vii). (b) For purposes of this Section 9.02, if the Securities of any series are issuable upon the exercise of warrants or subscription rights, each holder of an unexercised and unexpired warrant or subscription right with respect to such series shall be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrant or subscription right. For such purposes, the ownership of any such warrant or subscription right shall be determined by the Company in a manner consistent with customary commercial practices. The Trustee for such series shall be entitled to rely on an Officer’s Certificate as to the principal amount of Securities of such series in respect of which consents shall have been executed by holders of such warrants or subscription rights. (c) A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 1 contract

Sources: Senior Indenture (Knoll Inc)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each all series affected by such supplemental indenture (with the Securities of each series voting as a one class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this Indenture; providedPROVIDED, however, that no such supplemental indenture 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 principal of or premiuminterest, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, or reduce the amount of the principal of any an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02502 hereof, or change any Place of Payment where, or the coin or currency or currency unit 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 redemptionredemption or repayment at the option of the Holder, on or after the Redemption DateDate or repayment date, respectively);, (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 Defaults or Events of Default certain defaults hereunder and their consequences consequences, or the declaration of certain defaults hereunder, provided for in this Indenture; , or (3) modify any of the provisions of this Section, Section 5.13 902 or Section 10.06513 hereof, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, PROVIDED, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.06902, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b611(b) and 9.01(8)901(8) hereof. A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve 902 that the particular form of any proposed supplemental indentureindenture be approved by an Act, but it shall be sufficient if such Act shall approve PROVIDED that the substance thereofof such proposed supplemental indenture shall have been approved.

Appears in 1 contract

Sources: Indenture (New York State Electric & Gas Corp)

Supplemental Indentures with Consent of Holders. (a) With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each all series affected by such supplemental indenture (with the Securities of each series voting acting as a one class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1i) change the Stated Maturity of the principal of, or premium, if any, or any installment of principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, or reduce the amount of the principal of any 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 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);, or affect adversely the terms, if any, of conversion or exchange of any Security into cash or any other securities or property of the Company or of any other Person, (2ii) 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; , (iii) change any obligation of the Company, with respect to Outstanding Securities of a series, to maintain an office or agency in the places and for the purposes specified in Section 10.02 for such series, or (3iv) modify any of the provisions of this Section, Section 5.13 or Section 10.065.13, except to increase any such percentage or to provide with respect to any particular series the right to condition the effectiveness of any supplemental indenture as to that series on the consent of the Holders of a specified percentage of the aggregate principal amount of Outstanding Securities of such series (which provision may be made pursuant to Section 3.02 without the consent of any Holder) or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.06Section, or the deletion of this proviso, in accordance with the requirements of Sections Section 6.11(b) and 9.01(89.01(vi). (b) For purposes of this Section 9.02, if the Securities of any series are issuable upon the exercise of warrants or subscription rights, each holder of an unexercised and unexpired warrant or subscription right with respect to such series shall be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrant or subscription right. For such purposes, the ownership of any such warrant or subscription right shall be determined by the Company in a manner consistent with customary commercial practices. The Trustee for such series shall be entitled to rely on an Officer’s Certificate as to the principal amount of Securities of such series in respect of which consents shall have been executed by holders of such warrants or subscription rights. (c) A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 1 contract

Sources: Senior Indenture (Gsi Commerce Inc)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each all series affected by such supplemental indenture or indentures (with the Securities of each series voting acting as a one class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of each such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,: (1i) change the Stated Maturity of the principal of, or premium, if any, or the Stated Maturity of any installment of principal of interest (or premium, if any, or interest ) on, any Security, or reduce the principal amount thereof or any premium thereon or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determinedthereon, or reduce the amount of the principal of any an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.027.02, or change any Place the method of Payment where, calculating interest thereon or the coin or currency or currency unit in which, which any Security (or any premium premium, if any, thereon) or the interest thereon is payable, or reduce the minimum rate of interest thereon, 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 redemptionredemption or repayment, on or after the Redemption Date or Repayment Date); (2ii) 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, indenture or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or Defaults or Events of Default defaults hereunder and their consequences consequences) provided for in this IndentureIndenture or reduce the requirements of Section 15.04 for a quorum; (iii) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 5.02; or (3iv) modify any of the provisions of this Section, Section 5.13 or Section 10.067.13, except to increase any such percentage or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8). A supplemental indenture which 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 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.to

Appears in 1 contract

Sources: Indenture (Wilmington Trust Corp)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each all series affected by such supplemental indenture or indentures (with the Securities of each series voting acting as a one class), by Act of said Holders delivered to the Company and the Subordinated Indenture Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of each such series and any related coupons under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,; (1i) change the Stated Maturity of the principal of, or premium, if any, or the Stated Maturity of any installment of principal of interest (or premium, if any, or interest ) on, any Security, or reduce the principal amount thereof or any premium thereon or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereofthereon, or change the manner in which obligation of the amount of any principal thereof or premium, if any, or interest thereon is determinedCompany to pay additional amounts pursuant to Section 5.04 (except as contemplated by Section 10.01(i) and permitted by Section 9.01), or reduce the amount of the principal of any an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.027.02, or change any Place the method of Payment where, calculating interest thereon or the coin or currency or currency unit in which, which any Security (or any premium premium, if any, thereon) or the interest thereon is payable, or reduce the minimum rate of interest thereon, 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 redemptionredemption or repayment, on or after the Redemption Date or Repayment Date);; or (2ii) 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, indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this IndentureIndenture or reduce the requirements of Section 17.04 for a quorum; or (3iii) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 5.02; or (iv) modify any of the provisions of this Section, Section 5.13 or Section 10.067.13, except to increase any such percentage Subordinated Indenture or to provide that certain other provisions of this Indenture cannot be modified or waived without waived; or (v) make any change in Article Fourteen that adversely affects the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent rights of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8)under Article Fourteen. A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. An amendment under this Section may not make any change that adversely affects the rights under Article Fourteen of any holder of Senior Indebtedness or, if applicable, Senior Subordinated Indebtedness then outstanding unless the holders of such Senior Indebtedness or, if applicable, Senior Subordinated Indebtedness (or any Representative thereof authorized to give consent), consent to such change.

Appears in 1 contract

Sources: Indenture (Collins & Aikman Corp)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected af fected thereby, (1) change the Stated Maturity of the principal of, or premium, if any, or any installment of principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption redemption, repurchase or Stated Maturity repayment thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, 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 5.02, or change any Place of Payment where, or the coin or currency or currency unit 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 State d 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 Defaults or Events of Default hereunder and their consequences provided for in this Indenture; or (3) change the redemption provisions (including Article 11) hereof in a manner adverse to such Holder; or (4) modify any of the provisions of this Section, Section 5.13 or Section 10.0610.11, except to increase any such percentage or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.0610.11, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8). A supplemental indenture which 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 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 1 contract

Sources: Senior Debt Indenture (Interpublic Group of Companies, Inc.)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each all series affected by such supplemental indenture (with the Securities of each series voting then Outstanding under this Indenture, considered as a one class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this the Indenture; provided, however, that if there shall be Securities of more than one series Outstanding hereunder and if a proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such series, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series so directly affected, considered as one class, shall be required; and provided, further, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,: (1a) change the Stated Maturity of the principal of, or premium, if any, or any installment of principal of or premium, if any, or interest onon (except as provided in Section 311 hereof), any Security, or reduce the principal amount thereof or the rate of interest thereon (or the amount of any installment of interest thereon) or change the method of calculating such rate or reduce any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, 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 5.02, or change any Place of Payment where, or the coin or currency (or currency unit other property), in which, 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 of any Security (or, in the case of redemption, on or after the Redemption Date);, without, in any such case, the consent of the Holder of such Security, or (2b) reduce the percentage in principal amount of the Outstanding Securities of any seriesseries (or, if applicable, in liquidation preference of any series of Preferred Trust Securities), the consent of whose the Holders of which is required for any such supplemental indenture, or the consent of whose the Holders of which is required for any waiver of compliance with certain provisions any provision of this Indenture or Defaults or Events of Default any default hereunder and their consequences provided its consequences, or reduce the requirements of Section 1304 for quorum or voting, without, in this Indenture; any such case, the consent of the Holders of each Outstanding Security of such series, or (3c) modify any of the provisions of this Section, Section 5.13 607 or Section 10.06813 with respect to the Securities of any series, except to increase any the percentages in principal amount referred to in this Section or such percentage other Sections or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, howeverhow- ever, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.06Section, or the deletion of this provisopro- viso, in accordance with the requirements of Sections 6.11(b911(b), 914 and 1201(h). Notwithstanding the foregoing, so long as any of the Preferred Trust Securities remain outstanding, the Trustee may not consent to a supplemental indenture under this Section 1202 without the prior consent, obtained as provided in a Trust Agreement pertaining to a Trust which issued such Preferred Trust Securities, of the holders of not less than a majority in aggregate liquidation preference of all Preferred Trust Securities issued by such Trust affected, considered as one class, or, in the case of changes described in clauses (a), (b) and 9.01(8)(c) above, 100% in aggregate liquidation preference of all such Preferred Trust Securities then outstanding which would be affected thereby, considered as one class. A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. A waiver by a Holder of such Holder's right to consent under this Section shall be deemed to be a consent of such Holder.

Appears in 1 contract

Sources: Indenture (Enserch Capital I)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class)indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series and any related coupons under this Indenture; provided, however, that no such supplemental indenture 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 principal of or premium, if any, or any interest on, any Securitysecurity, or reduce the principal amount thereof or the any rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change any obligation of the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determinedCompany to pay additional amounts pursuant to Section 1008 (except as contemplated by Section 801(l) and permitted by Section 901(l)), or reduce the amount of the principal of any an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 5.02502, or change the method in which amounts of payments of principal or any interest thereon are determined, or change any Place of Payment wherePayment, or change the coin or currency or currency unit in which, which any Security or any premium or any 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; , or (3) modify any of the provisions of this Section, Section 5.13 513 or Section 10.061007, except to increase any such percentage or to provide that 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 deemed to require the consent of any Holder of a Security or coupon with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.061007, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b611(b) and 9.01(8901(8). A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 1 contract

Sources: Indenture (Heinz H J Co)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 Securities of such series under this Indenture; provided, however, that no such supplemental indenture 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 principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption redemption, repurchase or Stated Maturity repayment thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, 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 5.02, or change any Place of Payment where, or the coin or currency or currency unit 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 Defaults or Events of Default hereunder and their consequences provided for in this Indenture; or (3) change the redemption provisions (including Article 11) hereof in a manner adverse to such Holder; or (4) modify any of the provisions of this Section, Section 5.13 or Section 10.0610.11, except to increase any such percentage or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.0610.11, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8). A supplemental indenture which 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 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 1 contract

Sources: Senior Debt Indenture (Interpublic Group of Companies Inc)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of a majority in of the aggregate principal amount of the Outstanding Securities of each series adversely affected by such supplemental indenture (with the Securities of each series voting as a class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner other indenture supplemental hereto or to modify the rights of the Holders of Securities of such series under this IndentureSecurities; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,, a supplemental indenture under this Section may not: (1) change the Stated Maturity of the principal of, or premium, if any, on, or any installment of principal of or premium, if any, or interest on, or any Additional Amounts on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption redemption, repurchase or Stated Maturity repayment thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest or Additional Amounts thereon is determined, determined or reduce the amount of the principal of any Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change any the Place of Payment where, where or the coin or currency or currency unit in which, which any Security Securities or any premium or the interest or Additional Amounts 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 seriesaffected thereby, 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.02; or (34) modify make any of the provisions of change in Section 5.07 or this Section, Section 5.13 or Section 10.06, 8.02 except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without with the consent of the Holder Holders of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8). A supplemental indenture which changes or eliminates any covenant or other provisions 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 is not be necessary for any Act of Holders under this Section 8.02 for the Holders to approve consent to the particular form of any proposed supplemental indenture, but it shall be is sufficient if such Act shall approve they consent to the substance thereof.

Appears in 1 contract

Sources: Indenture (Ocwen Financial Corp)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each all series affected by such supplemental indenture (with the Securities of each series voting then Outstanding under this Indenture, considered as a one class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this the Indenture; provided, however, that if there shall be Securities of more than one series Outstanding hereunder and if a proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such series, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series so directly affected, considered as one class, shall be required; and provided, further, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,: (1a) change the Stated Maturity of the principal of, or premium, if any, or any installment of principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon (or the amount of any installment of interest thereon) or change the method of calculating such rate or reduce any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, 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 5.02, or change any Place of Payment where, or the coin or currency (or currency unit other property), in which, 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 of any Security (or, in the case of redemption, on or after the Redemption Date);, without, in any such case, the consent of the Holder of such Security, or (2b) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose the Holders of which is required for any such supplemental indenture, or the consent of whose the Holders of which is required for any waiver of compliance with certain provisions any provision of this Indenture or Defaults or Events of Default any default hereunder and their consequences provided its consequences, or reduce the requirements of Section 1304 for quorum or voting, without, in this Indenture; any such case, the consent of the Holders of each Outstanding Security of such series, or (3c) modify any of the provisions of this Section, Section 5.13 607 or Section 10.06813 with respect to the Securities of any series, except to increase any the percentages in principal amount referred to in this Section or such percentage other Sections or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.06Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b911(b) and 9.01(81201(h). A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. A waiver by a Holder of such Holder's right to consent under this Section shall be deemed to be a consent of such Holder.

Appears in 1 contract

Sources: Indenture (Minnesota Power & Light Co)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Debt Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class)separately, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities under this Indenture of such series under this IndentureDebt Securities or Coupons, if any; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Debt Security of each such series affected thereby, (1) change the Stated Maturity of the principal of, or premiuminstallment of interest, if any, or any installment of principal of or premium, if any, or interest on, any Debt Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which Stated Maturity of or reduce the amount of any payment to be made with respect to any Coupon, or change the Currency or Currencies in which the principal thereof or of (and premium, if any, ) or interest thereon on such Debt Security is determineddenominated or payable, or reduce the amount of the principal of any Original Issue a 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 adversely affect the right of Payment whererepayment or repurchase, if any, at the option of the Holder, or reduce the coin amount of, or currency or currency unit in whichpostpone the date fixed for, any Security payment under any sinking fund or analogous provisions for any premium or interest thereon is payableDebt 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 limit the obligation of the Company to maintain a paying agency outside the United States for payment on Bearer Securities as provided in Section 12.03; or (2) reduce the percentage in principal amount of the Outstanding Debt 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 Defaults certain defaults or Events of Default hereunder and their consequences provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 5.13 or Section 10.0612.09, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Debt Security of each series affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section 11.02 and Section 10.0612.09, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) 6.11 and 9.01(811.01(7). A supplemental indenture which 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 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 any Act of Holders under this Section 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 1 contract

Sources: Indenture (Hubbell Inc)

Supplemental Indentures with Consent of Holders. With the written consent (including consents obtained in connection with a purchase of, or tender or exchange offer for, Debt Securities) of the Holders of not less than a majority in aggregate principal amount of the Outstanding Debt Securities of each series affected by such supplemental indenture Indenture (with the Securities of each series voting as a class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, Company and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Debt Securities of such series under this Indenture; providedPROVIDED, however, that no such supplemental indenture shallmay, without the consent of the Holder of each Outstanding Debt Security affected thereby, (1a) change the Stated Maturity of the principal of, or premiumMaturity, if any, of any principal amount or any installment interest amounts in respect of principal of or premium, if any, or interest on, any such Debt Security, or reduce the principal amount thereof or the rate of interest thereon interest, if any, thereon, or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, or reduce the amount of the principal of any Original Issue a Discount Security that would be due and payable upon a declaration of an acceleration of the Maturity thereof pursuant to Section 5.02, or change any Place the obligation of Payment wherethe Company (or its 66 successor) to pay Additional Amounts, if any, or Arrears of Interest or Additional Interest, if any, as set forth in any supplemental indenture issued in accordance with Section 3.01 with respect to any series of Debt Securities, or change the coin currency of payment of the principal amount of, premium, if any, or currency or currency unit in whichinterest on, any such Debt Security or any premium or interest thereon is payable, 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 (2b) reduce the percentage in aggregate principal amount of the Outstanding Debt 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; or (3c) modify any of the provisions of this Section, Section 5.13 9.02 or Section 10.06, 5.14 except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Debt Security affected thereby; providedPROVIDED, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.06Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(89.01(j). A supplemental indenture which changes ; (d) change any obligation of the Company to maintain an office or eliminates any covenant or other provisions of this Indenture which has expressly been included solely agency in the places and for the benefit of one or more particular series of Securities, or which modifies purposes specified in Section 10.02; or (e) change in any manner adverse to the rights interests of the Holders of any Subordinated Debt Securities of any series the subordination provisions of the Subordinated Debt Securities of such series with or the terms and conditions of the obligations of the Company in respect to of the due and punctual payment of any amounts due and payable on such covenant or other provisionseries, including whether Senior Creditors shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other seriesexpress third party beneficiaries. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 1 contract

Sources: Indenture (Axa)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class)indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, Company (when authorized by or pursuant to a Board Resolution), and the Trustee shall, subject to Section 9.03, may enter into an indenture or supplemental 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 the Securities of such series or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shallindenture, 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 principal of or premiuminterest, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, thereon or the rate (or modify the calculation of such rate) of interest thereon thereon, or reduce the amount payable upon redemption thereof, if applicable, whether such redemption is determinedmandatory or at the option of the Company, 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 5.02502 or the amount thereof provable in bankruptcy pursuant to Section 505, or change any the Place of Payment wherewhere the principal of, or the coin or currency or currency unit in which, any Security or any premium or interest thereon on, 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, if applicable, on or after the Redemption Date);) in each case as such Stated Maturity or Redemption Date may, if applicable, be extended in accordance with the terms of such Security, 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in Section 514 or 903 of this Indenture; , or (3) modify any of the provisions of this SectionSection 802, Section 5.13 514 or Section 10.06903, except to increase any such percentage or to provide that 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 deemed or (4) modify or affect in any manner adverse to require the consent interest of any Holder of Outstanding Securities the terms and conditions of our obligations, regarding the due and punctual payment of the principal of, interest on or any other amounts due with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8)such Outstanding Securities. A supplemental indenture which changes or eliminates any covenant or other provisions provision of this Indenture which has expressly 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 this Indenture to the contrary notwithstanding, if more than one series of Securities is Outstanding, the Company shall be entitled to enter into a supplemental indenture under this Section 802 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 any Act of Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 1 contract

Sources: Indenture (Solarcity Corp)

Supplemental Indentures with Consent of Holders. With ------------------------------------------------ the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each all series affected by such supplemental indenture or indentures (with the Securities of each series voting acting as a one class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of each such series and any related coupons under this Indenture; provided, however, that no -------- ------- such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,: (1i) change the Stated Maturity of the principal of, or premium, if any, or the Stated Maturity of any installment of principal of interest (or premium, if any, or interest ) on, any Security, or reduce the principal amount thereof or any premium thereon or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereofthereon, or change the manner in which obligation of the amount of any principal thereof or premium, if any, or interest thereon is determinedCompany to pay additional amounts pursuant to Section 5.04 (except as contemplated by Section 10.01(i) and permitted by Section 9.01), or reduce the amount of the principal of any an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.027.02, or change any Place the method of Payment where, calculating interest thereon or the coin or currency or currency unit in which, which any Security (or any premium premium, if any, thereon) or the interest thereon is payable, or reduce the minimum rate of interest thereon, 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 redemptionredemption or repayment, on or after the Redemption Date or Repayment Date); (2ii) 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, indenture or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or Defaults or Events of Default defaults hereunder and their consequences provided for in this IndentureIndenture or reduce the requirements of Section 16.04 for a quorum; (iii) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 5.02; or (3iv) modify any of the provisions of this Section, Section 5.13 or Section 10.067.13, except to increase any such percentage or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8)waived. A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 1 contract

Sources: Indenture (National Commerce Bancorporation)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class), by Act of said Holders delivered to the Company Issuer and the Trustee, the CompanyIssuer, when authorized by a Board ResolutionResolutions, and the Trustee shall, subject to Section 9.03, 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 Securities of such series under this Indenture; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or premium, other amounts, if any, or any installment of principal of or premium, other amounts, if any, or interest on, any Security, or reduce the principal amount (or accreted value, as the case may be) thereof or the rate of interest thereon or accretions or any premium or other amounts payable upon the optional redemption redemption, repurchase or Stated Maturity repayment thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon of the foregoing is determined, or reduce the amount of the principal of any Original Issue Discount Security (or accreted value, as the case may be) 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 or currency unit in which, any Security or any premium or interest thereon is payableApplicable Currency for, or impair the right to receive payment of principal of a premium, interest or other amounts, if any, on any Holder's Securities on or after their respective due dates or 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)payment; (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 Defaults or Events of Default hereunder and their consequences provided for in this Indenture; or; (3) modify any of the provisions of this SectionSection or Sections 5.07, Section 5.13 or Section 10.06, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; providedPROVIDED, howeverHOWEVER, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8); (4) modify any conversion ratio or otherwise impair conversion rights with respect to such Outstanding Securities, except as expressly permitted by the terms of such Outstanding Securities; (5) modify any redemption provisions applicable to such Outstanding Securities; (6) directly or indirectly release any of the collateral or security interest in respect of such Outstanding Securities, except as expressly permitted by the terms of such Outstanding Securities; (7) modify the subordination provisions applicable to the Outstanding Securities or the definition of "Senior Indebtedness" in a manner adverse to the Holders of the Outstanding Securities; or (8) change any obligations to pay additional amounts provided in the terms of such Outstanding Securities. A supplemental indenture which 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 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 1 contract

Sources: Subordinated Debt Indenture (Nexen Inc)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class)or indentures, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, Company and the Trustee shall, subject may from time to Section 9.03, 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 of the Securities of each such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,: (1a) change the Stated Scheduled Maturity Date or the stated payment date of the principal of, or premium, if any, or any installment payment of principal of or premium, if any, premium or interest on, payable on any Security, or reduce the principal amount thereof thereof, or the rate any amount of interest thereon or premium payable thereon, or (b) change the method of computing the amount of principal of any Security or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest payable thereon is determined, or reduce the amount of the principal of on any Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02date, or change any Place of Payment where, or the coin or currency or currency unit in which, any Security or any payment of principal, premium or interest thereon is payable, or or (c) impair the right to institute suit for the enforcement of any such payment described in clauses (a) or (b) on or after the Stated same shall become due and payable, whether at Maturity thereof (or, in the case of redemptionredemption or repayment, on or after the Redemption Date or the Repayment Date), as the case may be; or (d) change or waive the redemption or repayment provisions of any series; (2e) 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences, provided for in this Indenture; or (3f) modify any of the provisions of this Section, Section 5.13 or Section 10.0610.07, except to increase any such percentage or to provide that 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 deemed to require or (g) adversely affect the consent ranking or priority of any Holder series; or (h) release any guarantor or co-obligor from any of its obligations under its guarantee or this Indenture, except in compliance with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.06, or the deletion terms of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8)Indenture. A supplemental indenture which that changes or eliminates any covenant or other provisions provision of this Indenture which that has expressly been included solely for the benefit of one or more particular series of Securities, or which 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 shall not be necessary for any Act of Holders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 1 contract

Sources: Indenture (Caraustar Industries Inc)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each all series affected by such supplemental indenture (with the Securities of each series voting then Outstanding under this Indenture, considered as a one class), by Act of said Holders delivered de- livered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this the Indenture; provided, however, that if there shall be Securities of more than one series Outstanding hereunder and if a proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such series, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series so directly affected, considered as one class, shall be required; and provided, further, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,: (1a) change the Stated Maturity of the principal of, or premium, if any, or any installment of principal of or premium, if any, or interest onon (except as provided in Section 311 hereof), any Security, or reduce the principal amount thereof or the rate of interest thereon (or the amount of any installment of interest thereon) or change the method of calculating such rate or reduce any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, 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 5.02, or change any Place of Payment where, or the coin or currency (or currency unit other property), in which, 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 of any Security (or, in the case of redemption, on or after the Redemption Date);, without, in any such case, the consent of the Holder of such Security, or (2b) reduce the percentage in principal amount of the Outstanding Securities of any seriesseries (or, if applicable, in liquidation preference of any series of Preferred Securities), the consent of whose the Holders of which is required for any such supplemental indenture, or the consent of whose the Holders of which is required for any waiver of compliance with certain provisions any provision of this Indenture or Defaults or Events of Default any default hereunder and their consequences provided its consequences, or reduce the requirements of Section 1304 for quorum or voting, without, in this Indenture; any such case, the consent of the Holders of each Outstanding Security of such series, or (3c) modify any of the provisions of this Section, Section 5.13 607 or Section 10.06813 with respect to the Securities of any series, except to increase any the percentages in principal amount referred to in this Section or such percentage other Sections or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.06Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b911(b) and 9.01(81201(h). Notwithstanding the foregoing, so long as any of the Preferred Securities remain outstanding, the Trustee may not consent to a supplemental indenture under this Section 1202 without the prior consent, obtained as provided in a Trust Agreement pertaining to a Trust which issued such Preferred Securities, of the holders of not less than a majority in aggregate liquidation preference of all Preferred Securities issued by such Trust affected, considered as one class, or, in the case of changes described in clauses (a), (b) and (c) above, 100% in aggregate liquidation preference of all such Preferred Securities then outstanding which would be affected thereby, considered as one class. A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. A waiver by a Holder of such Holder's right to consent under this Section shall be deemed to be a consent of such Holder.

Appears in 1 contract

Sources: Indenture (Delmarva Power & Light Co /De/)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of a majority in of the aggregate principal amount of the Outstanding Securities of each series adversely affected by such supplemental indenture (with the Securities of each series voting as a class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner other indenture supplemental hereto or to modify the rights of the Holders of Securities of such series under this IndentureSecurities; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,, a supplemental indenture under this Section may not: (1) change the Stated Maturity of the principal of, or premium, if any, on, or any installment of principal of or premium, if any, or interest on, or any Additional Amounts on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption redemption, repurchase or Stated Maturity repayment thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest or Additional Amounts thereon is determined, determined or reduce the amount of the principal of any Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change any the Place of Payment where, where or the coin or currency or currency unit in which, which any Security Securities or any premium or the interest or Additional Amounts 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 seriesaffected thereby, 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.02; or (34) modify make any of the provisions of change in Section 5.07 or this Section, Section 5.13 or Section 10.06, 8.02 except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without with the consent of the Holder Holders of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8). A supplemental indenture which changes or eliminates any covenant or other provisions 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, provision shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. 79 It shall is not be necessary for any Act of Holders under this Section 8.02 for the Holders to approve consent to the particular form of any proposed supplemental indenture, but it shall be is sufficient if such Act shall approve they consent to the substance thereof.

Appears in 1 contract

Sources: Indenture (Amerus Life Holdings Inc)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a single class), by Act of said Holders delivered to the Company issuing Company, the Guarantor (as applicable) and the Trustee, the such Company, when authorized by a Board Resolution, the Guarantor (as applicable and when authorized by a Board Resolution), and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security of such series affected thereby,: (1a) change the Stated Maturity of the principal of, or premium, if any, or any installment of principal of or premium, if any, or interest on, any Security, or ; (b) reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, or ; (c) reduce the amount of the principal of any 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 ; (d) change any Place of Payment wherewhere the principal of, or the coin or currency or currency unit in which, any Security or any premium or interest thereon on any Security is payable; (e) change the coin or currency in which the principal of, or any premium or interest on any Security is payable; (f) 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); (2g) 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; or; (3h) modify any of the provisions of this SectionSection 9.02, Section 5.13 or Section 10.0610.05, except to increase any such percentage or to provide that 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 (h) shall not be deemed to require the consent of any Holder with respect to changes in the references to the the Trustee” and concomitant changes in this Section 9.02 and Section 10.0610.05, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) 6.11 and 9.01(89.01(h). A supplemental indenture which that changes or eliminates any covenant or other provisions provision of this Indenture which that 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 any Act of Holders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 1 contract

Sources: Indenture (Berkshire Hathaway Finance Corp)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each all series at the time Outstanding affected by such supplemental indenture (with the Securities of each series voting as a one class), by the Act of said Holders delivered to the Company Company, the Guarantor and the Trustee, the CompanyCompany and the Guarantor, when authorized by a or pursuant to Board ResolutionResolutions, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security of each series affected thereby, (1) change the Stated Maturity of the principal of, or premium, if any, or any installment of or principal of or premium, if any, or interest on, any such Security, or reduce the principal amount thereof or the rate of interest thereon or any premium (if any) payable upon the optional redemption or Stated Maturity thereof, or change reduce the manner in which obligation of the amount of any Company to pay principal thereof or premium, if any, or interest thereon is determinedamounts, or reduce the amount of the principal of any an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02502, or change any Place of Payment where, or the coin or currency or currency unit in which, any such Security of such series or any principal, premium (if any), or interest thereon is payable, payable or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity due date thereof (or, in the case of redemption, on or after the Redemption Date);, or (2) modify or waive any provision of Article Fifteen, or (3) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any modifications or amendments to this Indenture or to the terms and conditions of that series of Securities, or to approve any supplemental indenture relating to such supplemental indentureseries, or the consent of whose Holders is required for any waiver with respect to such series (of compliance with certain provisions of this Indenture or Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; , or (34) modify any of the provisions of this Section, Section 5.13 513 or Section 10.061009, except to increase any such percentage or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to the the Trustee” and concomitant changes in this Section and Section 10.061009, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b611(b) and 9.01(8901(7). A supplemental indenture which changes or eliminates any covenant or other provisions provision of this Indenture which has expressly been included solely for the benefit of one or more particular previously created series of Securities, or which modifies the rights of the Holders of Securities of such previously created 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 such previously created series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 1 contract

Sources: Indenture (Anixter International Inc)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities Holders of each series of Securities voting together as a single class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that that, except as otherwise provided as contemplated by Section 301 with respect to any series of Securities, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) except to the extent otherwise specified in the form or terms of the Securities of any series as permitted by Sections 201 and 301 with respect to extending the Stated Maturity of any Security of such series, change the Stated Maturity of the principal of, or premium, if any, or any installment of principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, or reduce the amount of the principal of any an Original Issue Discount Security that or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02502, or change any Place of Payment where, or the coin or currency or currency unit 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 the Holders of which is required for any such supplemental indenture, or the consent of whose the Holders of which is required for any waiver (of compliance with certain provisions of this Indenture or Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; , or (3) modify any of the provisions of this SectionSection 902, Section 5.13 513 or Section 10.061006, except to increase any such percentage or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section 902 and Section 10.061006, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b609 and 901(9), or (4) if the Securities of any series are convertible or exchangeable into any other securities or property of the Company, make any change that adversely affects the right to convert or exchange any Security of such series (except as permitted by Section 901) or decrease the conversion or exchange rate or increase the conversion price of any such Security of such series, or (5) if the Securities of any series are secured, change the terms and 9.01(8)conditions pursuant to which the Securities of such series are secured in a manner adverse to the Holders of the secured Securities of such series. A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section 902 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 1 contract

Sources: Senior Indenture (Reliant Energy Inc)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each all series affected by such supplemental indenture (with the Securities of each series voting acting as a one class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this Indentureindenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding outstanding Security affected effected thereby, (1) change the Stated Maturity of the principal of, or premium, if any, or any installment of principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, or reduce the amount of the principal of any an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02602, or change any Place of Payment where, or the coin or currency 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);, or affect adversely the terms, if any, of conversion of any Security into stock or other securities of the Company or of any other corporation, (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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; , (3) change any obligation of the Company, with respect to Outstanding Securities of a series, to maintain an office or agency in the places and for the purposes specified in Section 1102 for such series, or (34) modify any of the provisions of this Section, Section 5.13 604 or Section 10.061107, except to increase any such percentage or to provide with respect to the Securities of any particular series the right to condition the effectiveness of any supplemental indenture as to that series on the consent of the Holders of a specified percentage of the aggregate principal amount of Outstanding Securities of such series (which provision may be made pursuant to Section 202 or Section 301, as the case may be, without the consent of any Holder) or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.061107, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(bSection 708(b) and 9.01(81001(7). For purposes of this Section 1002, if the Securities of any series are issuable upon the exercise of warrants, each holder of an unexercised and unexpired warrant with respect to such series shall be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrant. For such purposes, the ownership of any such warrant shall be determined by the Company in a manner consistent with customary commercial practices. The Trustee for such series shall be entitled to rely on an Officers' Certificate as to the principal amount of Securities of such series in respect of which consents shall have been executed by holders of such warrants. A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 1 contract

Sources: Indenture (Manor Care Inc/New)

Supplemental Indentures with Consent of Holders. With The Note Issuer and the written 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 in aggregate principal amount of the Outstanding Securities Amount of the Notes of each series affected by such supplemental indenture (with the Securities of each series voting as a class)Series or Class to be affected, by Act of said such Holders delivered to the Company Note Issuer and the Indenture Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series the Notes under this Indenture; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security Note of each Series or Class affected thereby,: (1i) change the Stated Maturity date of the principal of, or premium, if any, or payment of any installment of principal of or premium, if any, or interest on, on any SecurityNote, or reduce the principal amount thereof 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 Trustee's Issuance Certificate or Series Supplement, if any, relating to the application of collections on, or the rate proceeds of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereofsale of, or change the manner in which the amount Note Collateral to payment of any principal thereof of or premium, if any, or interest thereon is determined, or reduce on 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 5.02Notes, or change any Place place of Payment payment where, or the coin or currency or currency unit in which, any Security Note or any premium 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 payment amount due on the Notes on or after the Stated Maturity respective due dates thereof (or, in the case of optional redemption, on or after the Optional Redemption Date); (2ii) reduce the percentage in principal amount of the Outstanding Securities Amount of any seriesthe Notes or of a Series or Class thereof, the consent of whose the Holders of which is required for any such supplemental indenture, or the consent of whose the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults or Events of Default certain defaults hereunder and their consequences provided for in this Indenture; or; (3iii) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (iv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Note Issuer to sell or liquidate the Note Collateral pursuant to Section 5.04; (v) modify any provision of this Section to decrease any minimum percentage specified herein necessary to approve any amendments to any provisions of this Indenture; (vi) modify any of the provisions of this SectionIndenture in such manner as to affect the calculation of the amount of any payment of interest, Section 5.13 principal or Section 10.06premium, except to increase if any, due on any Note on any Payment Date (including the calculation of any of the individual components of such percentage calculation) or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8). A supplemental indenture which 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 affect the rights of the Holders of Securities Notes to the benefit of such series any provisions for the mandatory redemption of the Notes contained herein; (vii) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Note Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) cause any material adverse federal income tax consequence to ComEd, the Grantee, the Note Issuer, the Delaware Trustee, the Indenture Trustee or the then existing Holders.. The Indenture Trustee may in its discretion determine whether or not any Notes of a Series or Class would be affected by any supplemental indenture and any such covenant or other provision, determination shall be deemed not to affect the rights under this Indenture of conclusive upon the Holders of Securities all Notes of such Series or Class, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any other seriessuch determination made in good faith. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Note Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Note Issuer shall mail to the Rating Agencies and the Holders of the Notes 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.

Appears in 1 contract

Sources: Indenture (Comed Funding LLC)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each all series affected by such supplemental indenture or indentures (with the Securities of each series voting acting as a one class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of each such series and any related coupons under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,: (1i) change the Stated Maturity of the principal of, or premium, if any, or the Stated Maturity of any installment instalment of principal of interest (or premium, if any, or interest ) on, any Security, or reduce the principal amount thereof or any premium thereon or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereofthereon, or change the manner in which obligation of the amount of any principal thereof or premium, if any, or interest thereon is determinedCompany to pay additional amounts pursuant to Section 5.04 (except as contemplated by Section 10.01(i) and permitted by Section 9.01), or reduce the amount of the principal of any an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.027.02, or change any Place the method of Payment where, calculating interest thereon or the coin or currency or currency unit in which, which any Security (or any premium premium, if any, thereon) or the interest thereon is payable, or reduce the minimum rate 97 86 of interest thereon, 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 redemptionredemption or repayment, on or after the Redemption Date or Repayment Date); (2ii) 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, indenture or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or Defaults or Events of Default defaults hereunder and their consequences consequences) provided for in this IndentureIndenture or reduce the requirements of Section 15.04 for a quorum; (iii) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 5.02; or (3iv) modify any of the provisions of this Section, Section 5.13 or Section 10.067.13, except to increase any such percentage or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8)waived. A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 1 contract

Sources: Indenture (Banc One Corp /Oh/)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class)indenture, by Act of said such Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, Company and the Trustee shall, subject to Section 9.03, may enter into an indenture or supplemental 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 Securities of such that or those series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the each Holder of each Outstanding Security Securities affected thereby,: (1a) change reduce the rate of interest on any Security or extend the Stated Maturity of any payment of interest on any Security; (b) reduce the principal of, amount of any Security or extend the Stated Maturity of any payment of principal of (and premium, if any, or any installment of principal of or premium, if any, or interest on, ) any Security, ; (c) reduce the amount payable upon the redemption of any Security or reduce change the time at which any Security may be redeemed; (d) change the currency in which the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, 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 5.02, or change any Place of Payment where, or the coin or currency or currency unit in which, any Security or any premium or interest thereon is payable, or change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 10.02]; (e) impair the right to institute suit for the enforcement of any such payment on any Security on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (2f) waive a Default or Event of Default in payment of principal of (and premium, if any, on) and interest on Securities of any series; (g) 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, indenture or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or Defaults or Events of Default certain defaults hereunder and their consequences consequences, as provided for in this Indenture; or (3h) modify make any of the provisions change in this first paragraph of this Section, Section 5.13 or Section 10.06, except to increase any such percentage or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8)9.02. A supplemental indenture which that changes or eliminates any covenant or other provisions provision of this Indenture which that has expressly been included solely for the benefit of one or more particular series of Securities, or which that modifies the rights of the Holders of Securities of such that or those series with respect to such covenant or other provision, shall be deemed not to affect the rights right under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders of Securities under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 1 contract

Sources: Indenture (Fibria Celulose S.A.)

Supplemental Indentures with Consent of Holders. With ----------------------------------------------- the written consent of the Holders of a majority in of the aggregate principal amount of the Outstanding Securities of each series adversely affected by such supplemental indenture (with the Securities of each such series voting as a class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner other indenture supplemental hereto or to modify the rights of the Holders of Securities of such series under this IndentureSecurities; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding -------- ------- Security affected thereby,, a supplemental indenture under this Section may not: (1a) change the Stated Maturity of the principal of, or premium, if any, on, or any installment of principal of or premium, if any, or interest interest, if any, on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption redemption, repurchase or Stated Maturity repayment thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest interest, if any, thereon is determined, or reduce change 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 5.02, or change any Place of Payment where, where or the coin or currency or currency unit in which, 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); (2b) reduce the percentage in principal amount of the Outstanding Securities of any seriessuch series affected thereby, 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; (c) waive a default in the payment of principal of, premium, if any, or interest, if any, on, any Security of such series; (d) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 3.2; or (3e) modify make any of the provisions of change in Section 6.7 or this Section, Section 5.13 or Section 10.06, 9.2 except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder Holders of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8). A supplemental indenture which 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 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereofaffected thereby.

Appears in 1 contract

Sources: Indenture (Federal Mogul Corp)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in of the aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class)indenture, by Act of said Holders delivered to the Company and the TrusteeCompany, the Company, when authorized by a Board Resolution, the Guarantors and the Trustee shall, subject to Section 9.03, may enter into an indenture or indentures supplemental hereto for the purpose of adding to add any provisions to or changing to change in any manner or eliminating eliminate any of the provisions of this Indenture or of modifying any other indenture supplemental hereto or to modify in any manner the rights of the Holders of Securities of such series under this Indentureseries; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,, an amendment under this Section may not: (1a) change the Stated Maturity of the principal of, or premium, if any, on, or any installment of principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption thereof or Stated Maturity thereofany required repurchase by the Company, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, determined or reduce the amount of the principal of any Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.025.2, or change any Place of Payment where, or the coin or currency or currency unit in which, which any Security Securities or any premium or the interest thereon is payable, or change the place of payment of principal of, or premium, if any, or interest on, or any installment of principal of, or premium, if any, or interest on, 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 redemptionredemption or any required repurchase of Securities by the Company, on or after the Redemption DateDate or specified repurchase 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 Defaults or Events of Default hereunder and their consequences provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 5.13 or Section 10.06, except to increase any such percentage or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8). A supplemental indenture which 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 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 1 contract

Sources: Senior Indenture (Allied Waste Industries Inc)

Supplemental Indentures with Consent of Holders. (a) With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each all series affected by such supplemental indenture (with the Securities of each series voting acting as a one class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1i) change the Stated Maturity of the principal of, or premium, if any, or any installment of principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, or reduce the amount of the principal of any 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 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);, or affect adversely the terms, if any, of conversion or exchange of any Security into cash or any other securities or property of the Company or of any other Person, (2ii) 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; or, (3iii) change any obligation of the Company, with respect to Outstanding Securities of a series, to maintain an office or agency in the places and for the purposes specified in Section 10.02 for such series, (iv) modify any of the provisions of this Section, Section 5.13 or Section 10.065.13, except to increase any such percentage or to provide with respect to any particular series the right to condition the effectiveness of any supplemental indenture as to that series on the consent of the Holders of a specified percentage of the aggregate principal amount of Outstanding Securities of such series (which provision may be made pursuant to Section 3.02 without the consent of any Holder) or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.06Section, or the deletion of this proviso, in accordance with the requirements of Sections Section 6.11(b) and 9.01(89.01(vii); or (v) modify the provisions of Article XIII of this Indenture with respect to the subordination of Outstanding Securities of any series in a manner materially adverse to the Holders thereof. (b) For purposes of this Section 9.02, if the Securities of any series are issuable upon the exercise of warrants, each holder of an unexercised and unexpired warrant with respect to such series shall be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrant. For such purposes, the ownership of any such warrant shall be determined by the Company in a manner consistent with customary commercial practices. The Trustee for such series shall be entitled to rely on an Officer’s Certificate as to the principal amount of Securities of such series in respect of which consents shall have been executed by holders of such warrants. (c) A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 1 contract

Sources: Subordinated Indenture (Lincoln National Corp)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class)indenture, by Act of said Holders delivered to the Company Corporation, the Guarantor and the Trustee, the CompanyCorporation and the Guarantor, when authorized by a Board ResolutionResolutions, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture 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 principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, or reduce the amount of the principal of any an Original Issue Discount Security that or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, 502 or change any Place place of Payment where, payment where or the coin or currency or currency unit in which, 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; , or (3) modify or affect in any manner the terms and conditions of the obligations of the obligations of the Guarantor in respect of the due and punctual payment of the principal of, or premium, if any, or interest on any Security, or (4) modify any of the provisions of this Section, Section 5.13 513 or Section 10.061006, except to increase any such percentage or to provide that 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 (4) shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.061006, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) 611 and 9.01(8901(8). A supplemental indenture which changes or eliminates any covenant or other provisions provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of SecuritiesSecurities (including the Guarantees endorsed thereon), or which modifies the rights of the Holders of Securities of such series or the Guarantees endorsed thereon 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 1 contract

Sources: Senior Indenture (Sempra Energy)

Supplemental Indentures with Consent of Holders. With the written consent (evidenced as provided in Article 8) of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding Securities of each all series affected by such supplemental indenture (with the Securities of each series voting as a one class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a resolution of its Board Resolutionof Directors, and the Trustee shallmay, subject from time to Section 9.03time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of execution thereof, if the Trust Indenture Act shall then be applicable to the Indenture) 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 of the Securities of each such series under this Indentureseries; provided, however, provided that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, shall (1a) change the Stated Maturity of the principal of, or premium, premium (if any, ) or installment of interest on or any installment Additional Amounts on any Security of principal of or premium, if any, or interest on, any Securitysuch series, or reduce the principal amount thereof (or modify the calculation of such principal amount) or rate of interest thereon (or modify the calculation of such rate), or any Additional Amounts with respect to, or any premium payable upon the optional on redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determinedotherwise, or reduce the amount of the principal of any an Original Issue Discount Security that would be due and payable upon a declaration of an acceleration of the Maturity thereof with respect thereto pursuant to Section 5.026.1 or the amount thereof provable in bankruptcy pursuant to Section 6.2, or change any the redemption provisions, or change the Place of Payment where, for or the coin or currency in which the principal, premium (if any) or currency unit in which, interest on or any Additional Amounts on any Security or any premium or interest thereon of such series is payable, or adversely impair or affect the right of any Holder to institute suit for the enforcement of any such payment on or after the Stated Maturity of the Securities of such series (or payment thereof (or, in if the case Securities provide therefor, any right of redemptionredemption or repayment at the option of the Holder, on without the consent of the Holder of each Security of such series so affected; or after the Redemption Date); (2b) reduce the aforesaid percentage in of the principal amount of the Securities Outstanding Securities of any such series, the consent of whose the Holders of which is required for any such supplemental indentureindenture or any waiver of any obligations of the Company under this Indenture, or without the consent of whose the Holders is required of each Security of such series so affected, or reduce the requirements for any waiver of compliance with certain provisions of this Indenture quorum on voting; or Defaults or Events of Default hereunder and their consequences provided for in this Indenture; or (3c) modify any of the provisions of in this Section, Section 5.13 6.10 or Section 10.064.11, except to increase any such percentage vote required or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided. Upon the request of the Company, howeveraccompanied by Board Resolutions authorizing the execution of any such supplemental indenture, that and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid and other documents, if any, required by Section 8.1, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this clause Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.06obligated to, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8). A enter into such supplemental indenture which 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 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 seriesindenture. It shall not be necessary for any Act 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 Act consent shall approve the substance thereof.

Appears in 1 contract

Sources: Indenture (Sirius International Insurance Group, Ltd.)

Supplemental Indentures with Consent of Holders. (a) With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class)indenture, by Act of said such Holders delivered to the Company Company, the Guarantor (if such affected Securities are Guaranteed Securities) and the Trustee, the Company, when authorized Company (by a Board Resolution), the Guarantor (by a Guarantor Board Resolution) and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security of each series affected thereby, (1i) change the Stated Maturity of the principal of, or premium, if any, or any installment of principal of or premium, if any, premium or interest onon or Additional Amounts with respect to, any Security, or reduce the principal amount thereof of any Security or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determinedotherwise, or reduce the principal amount of the principal of any Original Issue Discount a Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.025.2, modify the calculation of the rate of interest on any Security or change the date on which any Senior Note may be redeemed, or change any the Place of Payment where, or the coin or currency or currency unit in which, any Guarantee or any Security or any premium or interest thereon is or any Additional Amounts with respect thereto are 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 redemptionredemption on or with respect to any Securities, on or after the Redemption Date);, or (2ii) reduce the percentage in aggregate principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for to enter into any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain any provisions of this Indenture or Defaults or Events of Default any default hereunder and their consequences provided for in this Indenture; , or (3iii) modify any of the provisions of this Section, Section 5.13 or Section 10.0610.11, except to increase any such percentage or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.0610.11, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b6.11 and 9.1(g), or (iv) and 9.01(8). if the Securities are Guaranteed Securities, reduce any amount payable under, delay or defer the required time of payment under, or impair the right to institute suit to enforce any payment under the Guarantee, or (v) modify the terms of the Guarantee contained in Article XIV in any manner adverse to the Holders. (b) A supplemental indenture which that changes or eliminates any covenant or other provisions provision of this Indenture which that 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. . (c) It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 1 contract

Sources: Senior Indenture (Mutual Risk Management LTD)

Supplemental Indentures with Consent of Holders. (a) With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class)indenture, by Act of said such Holders delivered to the Company Company, the Guarantor (if such affected Securities are Guaranteed Securities) and the Trustee, the Company, when authorized Company (by a Board Resolution), the Guarantor (by a Guarantor Board Resolution) and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security of each series affected thereby, (1i) change the Stated Maturity of the principal of, or premium, if any, or any installment of principal of or premium, if any, premium or interest onon or Additional Amounts with respect to, any Security, or reduce the principal amount thereof of any Security or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determinedotherwise, or reduce the principal amount of the principal of any Original Issue Discount a Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.025.2, modify the calculation of the rate of interest on any Security or change the date on which any Senior Note may be redeemed, or change any the Place of Payment where, or the coin or currency or currency unit in which, any Guarantee or any Security or any premium or interest thereon is or any Additional Amounts with respect thereto are 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 redemptionredemption on or with respect to any Securities, on or after the Redemption Date);, or (2ii) reduce the percentage in aggregate principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for to enter into any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain any provisions of this Indenture or Defaults or Events of Default any default hereunder and their consequences provided for in this Indenture; , or (3iii) modify any of the provisions of this Section, Section 5.13 or Section 10.0610.11, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Out standing Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.0610.11, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b6.11 and 9.1(g), or (iv) and 9.01(8). if the Securities are Guaranteed Securities, reduce any amount payable under, delay or defer the required time of payment under, or impair the right to institute suit to enforce any payment under the Guarantee, or (v) modify the terms of the Guarantee contained in Article XIV in any manner adverse to the Holders. (b) A supplemental indenture which that changes or eliminates any covenant or other provisions provision of this Indenture which that 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. . (c) It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 1 contract

Sources: Senior Indenture (MRM Capital Trust Iii)

Supplemental Indentures with Consent of Holders. (a) With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each all series affected by such supplemental indenture (with the Securities of each series voting acting as a one class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1i) change the Stated Maturity of the principal of, or premium, if any, or any installment of principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, or reduce the amount of the principal of any 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 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);, or affect adversely the terms, if any, of conversion or exchange of any Security into cash or any other securities or property of the Company or of any other Person, (2ii) 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; or, (3iii) change any obligation of the Company, with respect to Outstanding Securities of a series, to maintain an office or agency in the places and for the purposes specified in Section 10.02 for such series, (iv) modify any of the provisions of this Section, Section 5.13 or Section 10.065.13, except to increase any such percentage or to provide with respect to any particular series the right to condition the effectiveness of any supplemental indenture as to that series on the consent of the Holders of a specified percentage of the aggregate principal amount of Outstanding Securities of such series (which provision may be made pursuant to Section 3.02 without the consent of any Holder) or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.06Section, or the deletion of this proviso, in accordance with the requirements of Sections Section 6.11(b) and 9.01(89.01(vii); or (v) modify the provisions of Article XIII of this Indenture with respect to the subordination of Outstanding Securities of any series in a manner materially adverse to the Holders thereof. (b) For purposes of this Section 9.02, if the Securities of any series are issuable upon the exercise of warrants or subscription rights, each holder of an unexercised and unexpired warrant or subscription right with respect to such series shall be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrant or subscription right. For such purposes, the ownership of any such warrant or subscription right shall be determined by the Company in a manner consistent with customary commercial practices. The Trustee for such series shall be entitled to rely on an Officer’s Certificate as to the principal amount of Securities of such series in respect of which consents shall have been executed by holders of such warrants or subscription rights. (c) A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 1 contract

Sources: Subordinated Indenture (Knoll Inc)

Supplemental Indentures with Consent of Holders. (a) With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each all series affected by such supplemental indenture (with the Securities of each series voting acting as a one class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1i) change the Stated Maturity of the principal of, or premium, if any, or any installment of principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, or reduce the amount of the principal of any 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 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);, or affect adversely the terms, if any, of conversion or exchange of any Security into cash or any other securities or property of the Company or of any other Person, (2ii) 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; or, (3iii) change any obligation of the Company, with respect to Outstanding Securities of a series, to maintain an office or agency in the places and for the purposes specified in Section 10.02 for such series, (iv) modify any of the provisions of this Section, Section 5.13 or Section 10.065.13, except to increase any such percentage or to provide with respect to any particular series the right to condition the effectiveness of any supplemental indenture as to that series on the consent of the Holders of a specified percentage of the aggregate principal amount of Outstanding Securities of such series (which provision may be made pursuant to Section 3.02 without the consent of any Holder) or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.06Section, or the deletion of this proviso, in accordance with the requirements of Sections Section 6.11(b) and 9.01(89.01(vii), or (v) modify the provisions of Article XIII of this Indenture with respect to the subordination of Outstanding Securities of any series in a manner materially adverse to the Holders thereof. (b) For purposes of this Section 9.02, if the Securities of any series are issuable upon the exercise of warrants, each holder of an unexercised and unexpired warrant with respect to such series shall be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrant. For such purposes, the ownership of any such warrant shall be determined by the Company in a manner consistent with customary commercial practices. The Trustee for such series shall be entitled to rely on an Officer’s Certificate as to the principal amount of Securities of such series in respect of which consents shall have been executed by holders of such warrants. (c) A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 1 contract

Sources: Subordinated Indenture (Metro Capital Trust V)

Supplemental Indentures with Consent of Holders. With The Note Issuer and the written 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 in aggregate principal amount of the Outstanding Securities Amount of the Notes of each series affected by such supplemental indenture (with the Securities of each series voting as a class)Series or Class to be affected, by Act of said such Holders delivered to the Company Note Issuer and the Indenture Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series the Notes under this Indenture; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security Note of each Series or Class affected thereby,: (1i) change the Stated Maturity date of the principal of, or premium, if any, or payment of any installment of principal of or premium, if any, or interest on, on any SecurityNote, or reduce the principal amount thereof 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 Trustee's Issuance Certificate or Series Supplement, if any, relating to the application of collections on, or the rate proceeds of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereofsale of, or change the manner in which the amount Note Collateral to payment of any principal thereof of or premium, if any, or interest thereon is determined, or reduce on 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 5.02Notes, or change any Place place of Payment payment where, or the coin or currency or currency unit in which, any Security Note or any premium 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 payment amount due on the Notes on or after the Stated Maturity respective due dates thereof (or, in the case of optional redemption, on or after the Optional Redemption Date); (2ii) reduce the percentage in principal amount of the Outstanding Securities Amount of any seriesthe Notes or of a Series or Class thereof, the consent of whose the Holders of which is required for any such supplemental indenture, or the consent of whose the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults or Events of Default certain defaults hereunder and their consequences provided for in this Indenture; or; (3iii) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (iv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Note Issuer to sell or liquidate the Note Collateral pursuant to Section 5.04; (v) modify any provision of this Section to decrease any minimum percentage specified herein necessary to approve any amendments to any provisions of this Indenture; (vi) modify any of the provisions of this SectionIndenture in such manner as to affect the calculation of the amount of any payment of interest, Section 5.13 principal or Section 10.06premium, except if any, due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) ; (vii) permit the creation of any lien ranking prior to increase any such percentage or to provide that certain other provisions on a parity with the lien of this Indenture cannot be modified with respect to any part of the Note Collateral or, except as otherwise permitted or waived without contemplated herein, terminate the consent lien of this Indenture on any property at any time subject hereto or deprive the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require any Note of the consent of any Holder with respect to changes in security provided by the references to “the Trustee” and concomitant changes in this Section and Section 10.06, or the deletion lien of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8). A supplemental indenture which 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 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.Indenture; or

Appears in 1 contract

Sources: Indenture (Comed Funding LLC)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each all series at the time Outstanding affected by such supplemental indenture (with the Securities of each series voting as a one class), by the Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security of each series affected thereby, (1) change extend the Stated Maturity of the principal of, or premium, if any, or any installment of or principal of or premium, if any, or interest on, any such Security, or reduce the principal amount thereof or the rate of interest thereon or any premium (if any), payable upon the optional redemption or Stated Maturity thereof, or change reduce the manner in which obligation of the amount of any Company to pay principal thereof or premium, if any, or interest thereon is determinedamounts, or reduce the amount of the principal of any an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02502, or change any Place of Payment where, or the coin or currency or currency unit in which, any such Security of such series or any principal, premium (if any), or interest thereon is payable, payable or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity due date 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 modifications or amendments to this Indenture or to the terms and conditions of that series of Securities, or to approve any supplemental indenture relating to such supplemental indentureseries, or the consent of whose Holders is required for any waiver with respect to such series (of compliance with certain provisions of this Indenture or Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; , or (3) modify any of the provisions of this Section, Section 5.13 513 or Section 10.061007, except to increase any such percentage or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to the "Trustee" and concomitant changes in this Section and Section 10.061007, or the deletion of this provisoprovision, in accordance with the requirements of Sections 6.11(b611(b) and 9.01(8901(7). A supplemental indenture which changes or eliminates any covenant or other provisions provision of this Indenture which has expressly been included solely for the benefit of one or more particular previously created series of Securities, or which modifies the rights of the Holders of Securities of such previously created 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 such previously created series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 1 contract

Sources: Indenture (Abc Rail Products Corp)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in of the aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class)indenture, by Act of said Holders delivered to the Company, the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, may enter into an indenture or indentures supplemental hereto for the purpose of adding to add any provisions to or changing to change in any manner or eliminating eliminate any of the provisions of this Indenture or of modifying any other indenture supplemental hereto or to modify in any manner the rights of the Holders of Securities of such series under this Indentureseries; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,, an amendment under this Section may not: (1a) change the Stated Maturity of the principal of, or premiumpremium on, if any, or any installment of principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption thereof or Stated Maturity thereofupon any required repurchase by the Company, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, determined or reduce the amount of the principal of any Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.025.2, or change any Place of Payment where, or the coin or currency or currency unit in which, which any Security Securities 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 redemptionredemption or any required repurchase of Securities by the Company, on or after the Redemption DateDate or specified repurchase date); (2b) 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture, or reduce the requirements of Section 13.4 for quorum or voting; (c) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2; (d) make any change that adversely affects any right to convert or exchange any Security to which the provisions of Article 14 are applicable or, except as provided in this Indenture, decrease the conversion or exchange rate or increase the conversion or exchange price of any such Security; or (3e) modify make any of the provisions of change in this SectionSection 8.2, Section 5.13 5.7 or Section 10.06, 9.6 except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without with the consent of the Holder Holders of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder of a Security or coupon with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.06, 9.6 or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) 6.11 and 9.01(88.1(h). A supplemental indenture which changes or eliminates any covenant agreement or other provisions 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 agreement 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 is not be necessary for any Act of Holders under this Section 8.2, Section 5.7 or Section 9.6 for the Holders to approve consent to the particular form of any proposed supplemental indenture, but it shall be is sufficient if such Act shall approve they consent to the substance thereof.;

Appears in 1 contract

Sources: Senior Indenture (Allied Waste Industries Inc)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class)indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture 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 instalment of principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, or reduce the amount of the principal of any an Original Issue Discount Security that or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02502, or change any Place of Payment where, or the coin or currency or currency unit 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 DateDate or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date);, 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; , or (3) if applicable, make any change that adversely affects the right to convert any Security to which the provisions of Article Thirteen are applicable or, except as provided in this Indenture, decrease the conversion rate or increase the conversion price of any Security, or (4) modify any of the provisions of this Section, Section 5.13 513 or Section 10.061009, except to increase any such percentage or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.061009, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b611 and 901(8); or (5) and 9.01(8)following the making of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 1 contract

Sources: Senior Indenture (Stone Energy Corp)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class)indenture, by Act of said such Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, Company and the Trustee shall, subject to Section 9.03, may enter into an indenture or supplemental 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 Securities of such that or those series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the each Holder of each Outstanding Security Securities affected thereby,: (1a) change reduce the rate of interest on any Security or extend the Stated Maturity of any payment of interest on any Security; (b) reduce the principal of, amount of any Security or extend the Stated Maturity of any payment of principal of (and premium, if any, or any installment of principal of or premium, if any, or interest on, ) any Security, ; (c) reduce the amount payable upon the redemption of any Security or reduce change the time at which any Security may be redeemed; (d) change the currency in which the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, 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 5.02, or change any Place of Payment where, or the coin or currency or currency unit in which, any Security or any premium or interest thereon is payable, or change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 10.02]; (e) impair the right to institute suit for the enforcement of any such payment on any Security on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (2f) waive a Default or Event of Default in payment of principal of (and premium, if any, on) and interest on Securities of any series; (g) amend or modify any provisions of the payment obligations of Fibria under Article XII in a manner that would materially and adversely affect the Holders; (h) 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, indenture or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or Defaults or Events of Default certain defaults hereunder and their consequences consequences, as provided for in this Indenture; or (3i) modify make any of the provisions change in this first paragraph of this Section, Section 5.13 or Section 10.06, except to increase any such percentage or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8)9.02. A supplemental indenture which that changes or eliminates any covenant or other provisions provision of this Indenture which that has expressly been included solely for the benefit of one or more particular series of Securities, or which that modifies the rights of the Holders of Securities of such that or those series with respect to such covenant or other provision, shall be deemed not to affect the rights right under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders of Securities under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 1 contract

Sources: Indenture (Fibria Celulose S.A.)

Supplemental Indentures with Consent of Holders. With the written ----------------------------------------------- consent of the Holders of not less than a majority in aggregate principal amount or, if such Securities are not payable at Maturity for a fixed principal amount, the aggregate issue price of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class)indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture 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 anyMaturity Consideration, or any installment of principal of or premium, if any, Maturity Consideration or interest on, any Security, or reduce the principal amount thereof or reduce the amount or change the type of Maturity Consideration or reduce the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, or reduce the amount of the principal Maturity Consideration of any an Original Issue Discount Security that or any other Security which would be due and deliverable or 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 or currency unit in which, any Security or any premium Maturity Consideration or interest thereon is on any Security are deliverable or payable, or impair the right to institute suit for the enforcement of any such delivery or 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 or aggregate issue price, as the case may be, 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; , or (3) modify any of the provisions of this Section, Section 5.13 or Section 10.0610.08, except to increase any such percentage percentages set forth therein or to provide that 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 deemed -------- ------- to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.06, or the deletion of this proviso, 10.08 in accordance with the requirements of Sections 6.11(b) 6.11 and 9.01(8). A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 1 contract

Sources: Indenture (United Parcel Service of America Inc)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03903, 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 Securities of such series under this Indenture; provided, however, that no such supplemental indenture 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 principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption redemption, repurchase or Stated Maturity repayment thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, 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 5.02502, or change any Place of Payment where, or the coin or currency or currency unit 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 Defaults or Events of Default hereunder and their consequences provided for in this Indenture; or (3) change the redemption provisions (including Article Eleven) hereof in a manner adverse to such Holder; or (4) modify any of the provisions of this Section, Section 5.13 513 or Section 10.061013, except to increase any such percentage or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.061013, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b611(b) and 9.01(8901(8). A supplemental indenture which 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 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 1 contract

Sources: Indenture (True North Communications Inc)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount or, if such Securities are not payable at Maturity for a fixed principal amount, the aggregate issue price of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class)indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture 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 anyMaturity Consideration, or any installment of principal of or premium, if any, Maturity Consideration or interest on, any Security, or reduce the principal amount thereof or reduce the amount or change the type of Maturity Consideration or reduce the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, or reduce the amount of the principal Maturity Consideration of any an Original Issue Discount Security that or any other Security which would be due and deliverable or 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 or currency unit in which, any Security or any premium Maturity Consideration or interest thereon is on any Security are deliverable or payable, or impair the right to institute suit for the enforcement of any such delivery or 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 or aggregate issue price, as the case may be, 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; , or (3) modify any of the provisions of this Section, Section 5.13 or Section 10.06, except to increase any such percentage percentages set forth therein or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.06, or the deletion of this proviso, 10.06 in accordance with the requirements of Sections 6.11(b) 6.11 and 9.01(8). A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 1 contract

Sources: Indenture (United Parcel Service Inc)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each all series affected by such supplemental indenture or indentures (with the Securities of each series voting acting as a one class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of each such series and any related coupons under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,: (1i) change the Stated Maturity of the principal of, or premium, if any, or the Stated Maturity of any installment of principal of interest (or premium, if any, or interest ) on, any Security, or reduce the principal amount thereof or any premium thereon or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereofthereon, or change the manner in which obligation of the amount of any principal thereof or premium, if any, or interest thereon is determinedCompany to pay additional amounts pursuant to Section 5.04 (except as contemplated by Section 10.01(i) and permitted by Section 9.01), or reduce the amount of the principal of any an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.027.02, or change any Place the method of Payment where, calculating interest thereon or the coin or currency or currency unit in which, which any Security (or any premium premium, if any, thereon) or the interest thereon is payable, or reduce the minimum rate of interest thereon, 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 redemptionredemption or repayment, on or after the Redemption Date or Repayment Date); (2ii) 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, indenture or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or Defaults or Events of Default defaults hereunder and their consequences consequences) provided for in this IndentureIndenture or reduce the requirements of Section 15.04 for a quorum; (iii) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 5.02; or (3iv) modify any of the provisions of this Section, Section 5.13 or Section 10.067.13, except to increase any such percentage or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8)waived. A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve the particular form of any 83 84 proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 1 contract

Sources: Indenture (Waste Connections Inc/De)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 Securities of such series under this Indenture; provided, however, that no such supplemental indenture 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 principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, 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 5.02, or change any Place of Payment where, or the coin or currency or currency unit 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 Defaults or Events of Default hereunder and their consequences provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 5.13 or Section 10.06, except to increase any such percentage or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8). A supplemental indenture which 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 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 1 contract

Sources: Subordinated Debt Indenture (Interline Brands, Inc./De)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class)indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture 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 principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, or reduce the amount of the principal of any 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 5.02502, or change any Place of Payment where, or the coin or currency or currency unit 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 DateDate or in the case of an offer to purchase Securities that has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date), or change the terms of the subordination of payments to the Holder of any Security in a manner adverse to such Holder; (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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; or; (3) modify any of the provisions of this Section, Section 5.13 513 or Section 10.061008, except to increase any such percentage or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.061008, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b611 and 901(8); or (4) and 9.01(8)following the making of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provisions provision of this Indenture which that has expressly been included solely for the benefit of one or more particular series of Securities, or which 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 shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. An amendment under this Section 902 may not make any change that would adversely affect the rights under Article Fourteen of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or any group or representative thereof authorized to give a consent) consents to such change.

Appears in 1 contract

Sources: Subordinated Indenture (Newfield Exploration Co /De/)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class)indenture, by Act of said Holders delivered to the Company and the Trustee, the CompanyCompany and the Guarantors, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture 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 principal of or premium, if any, or interest on, any Security, or ; (2) reduce the principal amount thereof or of, the rate of interest thereon on, or any premium payable upon, any Security; (3) reduce any amount payable upon the optional redemption or Stated Maturity thereof, or change purchase at the manner in which option of the amount Holder of any principal thereof or premium, if any, or interest thereon is determined, or Security; (4) reduce the amount of the principal of of, or any premium, or any interest on, an Original Issue Discount Security that 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 ; (5) change any Place of Payment where, manner, or the coin or currency or currency unit in which, any Security principal of, or any premium premium, if any, or interest thereon on, any Security is payable, or ; (6) impair the right to institute suit for the enforcement of any such payment on, or with respect to, any Security on or after the Stated Maturity thereof or Redemption Date therefor, or release any Guarantee by a Guarantor other than as provided in this Indenture (or, in it being understood that any release effected by Section 8.03 or Section 15.04 shall not constitute any of the case of redemption, on or after the Redemption Dateforegoing); (27) 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 modification or amendment of this Indenture or for waiver of compliance with certain provisions of this Indenture or Defaults waiver of defaults, in each case, with respect to or Events of Default hereunder and their consequences provided for in this Indenture; or (3) modify any respect of the provisions of this Section, Section 5.13 or Section 10.06, except to increase any such percentage or to provide hereof and thereof that 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 deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.06Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) Section 6.11 and Section 9.01(8); or (8) change the ranking of any series of Securities. In addition, subject to Sections 5.08 and 5.13, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any series may, by notice to the Trustee, waive compliance by the Company or the 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 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 provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 1 contract

Sources: Indenture (FISERV FUNDING UNLIMITED Co)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class)indenture, by Act of said such Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, may enter into an a supplemental 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 Securities of such series under this Indenture; provided, however, that no such supplemental indenture entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected therebyby such supplemental indenture, (1) change the Stated Maturity of the principal of, or premium, if any, or any installment of principal of or premium, if any, or interest on, any Security, or reduce the its principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determinedits redemption, or reduce the amount of the principal of any an Original Issue Discount Security or any other Security that would be due and payable upon a declaration of acceleration of the its Maturity thereof pursuant to Section 5.025.2, or change the manner of calculating any payments on any Security, or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where, or the coin or currency or currency unit 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 its 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 reduce the requirements for quorum or voting, 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 the provisions of or defaults under this Indenture or Defaults or Events of Default hereunder and their consequences provided for in this Indenture; , or (3) modify any of the provisions of this Section, Section 5.13 5.13, or Section 10.0610.8, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each affected Outstanding Security affected thereby; Security, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.06Section, or the deletion of this proviso, in accordance with the requirements of Sections Section 6.11(b) and 9.01(89.1(8). A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereofof such supplemental indenture.

Appears in 1 contract

Sources: Indenture (Huntington Capital Iii)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Debt Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class)separately, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities under this Indenture of such series under this IndentureDebt Securities; provided, however, that no such supplemental -------- ------- indenture shall, without the consent of the Holder of each Outstanding Debt Security of each such series affected thereby, (1) change the Stated Maturity of the principal of, or premiuminstallment of interest, if any, or any installment of principal of or premium, if any, or interest on, any Debt Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which Stated Maturity of or reduce the amount of any payment to be made with respect to any Coupon, or change the Currency or Currencies in which the principal thereof or of (and premium, if any, ) or interest thereon on such Debt Security is determineddenominated or payable, or reduce the amount of the principal of any Original Issue a 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 adversely affect the right of Payment whererepayment or repurchase, if any, at the option of the Holder, or reduce the coin amount of, or currency or currency unit in whichpostpone the date fixed for, any Security payment under any sinking fund or analogous provisions for any premium or interest thereon is payableDebt 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 limit the obligation of the Company to maintain a paying agency outside the United States for payment on Bearer Securities as provided in Section 12.03 or adversely affect the right to convert any Debt Security into shares of Equity Securities of the Company as may be provided pursuant to Section 3.01; or (2) reduce the percentage in principal amount of the Outstanding Debt 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 Defaults or Events of Default certain defaults hereunder and their consequences provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 5.13 or Section 10.0612.09, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Debt Security of each series affected thereby; provided, however, that this clause shall not be -------- ------- deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.0612.09, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) 6.11 and 9.01(811.01(7). A supplemental indenture which 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 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 1 contract

Sources: Indenture (Sunoco Inc)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each all series affected by such supplemental indenture (with the Securities of each series voting acting as a one class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this Indentureindenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding outstanding Security of all series affected thereby,thereby shall (1) change the Stated Maturity of the principal of, or premium, if any, or any installment of principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, or reduce the amount of the principal of any an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02602, or change any Place of Payment where, or the coin or currency 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);, or affect adversely the terms, if any, of conversion of any Security into stock or other securities of the Company or of any other corporation, (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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; , (3) change any obligation of the Company, with respect to Outstanding Securities of a series, to maintain an office or agency in the places and for the purposes specified in Section 1102 for such series, or (34) modify any of the provisions of this Section, Section 5.13 604 or Section 10.061107, except to increase any such percentage or to provide with respect to the Securities of any particular series the right to condition the effectiveness of any supplemental indenture as to that series on the consent of the Holders of a specified percentage of the aggregate principal amount of Outstanding Securities of such series (which provision may be made pursuant to Section 202 or Section 301, as the case may be, without the consent of any Holder) or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.061107, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(bSection 708(b) and 9.01(81001(7). For purposes of this Section 1002, if the Securities of any series are issuable upon the exercise of warrants, each holder of an unexercised and unexpired warrant with respect to such series shall be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrant. For such purposes, the ownership of any such warrant shall be determined by the Company in a manner consistent with customary commercial practices. The Trustee for such series shall be entitled to rely on an Officers' Certificate as to the principal amount of Securities of such series in respect of which consents shall have been executed by holders of such warrants. A supplemental indenture which changes or eliminates any covenant or other provisions 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 1 contract

Sources: Indenture (Manor Care Inc/New)

Supplemental Indentures with Consent of Holders. With ----------------------------------------------- the written consent of the Holders of a majority in of the aggregate principal amount of the Outstanding Securities of each series adversely affected by such supplemental indenture (with the Securities of each series voting as a class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner other indenture supplemental hereto or to modify the rights of the Holders of Securities of such series under this IndentureSecurities; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each -------- ------- Outstanding Security affected thereby,, a supplemental indenture under this Section may not: (1) change the Stated Maturity of the principal of, or premium, if any, on, or any installment of principal of or premium, if any, or interest on, or any Additional Amounts on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption redemption, repurchase or Stated Maturity repayment thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest or Additional Amounts thereon is determined, determined or reduce the amount of the principal of any Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change any the Place of Payment where, where or the coin or currency or currency unit in which, which any Security Securities or any premium or the interest or Additional Amounts 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 seriesaffected thereby, 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 Defaults or Events of Default certain defaults hereunder and their consequences consequences) provided for in this Indenture; (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.02; or (34) modify make any of the provisions of change in Section 5.07 or this Section, Section 5.13 or Section 10.06, 8.02 except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without with the consent of the Holder Holders of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8). A supplemental indenture which changes or eliminates any covenant or other provisions 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, provision shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall is not be necessary for any Act of Holders under this Section 8.02 for the Holders to approve consent to the particular form of any proposed supplemental indenture, but it shall be is sufficient if such Act shall approve they consent to the substance thereof.

Appears in 1 contract

Sources: Indenture (Metris Companies Inc)

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 Securities of such series under this Indenture; provided, however, that no such supplemental indenture 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 principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the optional redemption redemption, repurchase or Stated Maturity repayment thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, 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 5.02, or change any Place of Payment where, or the coin or currency or currency unit 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 Defaults or Events of Default hereunder and their consequences provided for in this Indenture; or (3) change the redemption provisions (including Article 11) hereof in a manner adverse to such Holder; or (4) modify any of the provisions of this Section, Section 5.13 or Section 10.0610.11, except to increase any such percentage or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.0610.11, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8). A supplemental indenture which 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 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 any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Appears in 1 contract

Sources: Senior Debt Indenture (Interpublic Group of Companies Inc)

Supplemental Indentures with Consent of Holders. (a) With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (with the Securities of each series voting as a class)indenture, by Act of said such Holders delivered to the Company Company, the Guarantor (if such affected Securities are Guaranteed Securities) and the Trustee, the Company, when authorized by a Board Resolution, the Guarantor, by a Guarantor Board Resolution, and the Trustee shall, subject to Section 9.03, 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 modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security of each series affected thereby, (1i) change the Stated Maturity of the principal of, or premium, if any, any premium or any installment of principal of interest (including any Additional Interest) on or premium, if any, or interest on, any Additional Amounts with respect to any Security, or reduce the principal amount thereof of any Security or the rate of interest thereon or any Additional Amounts with respect to or any premium payable upon the optional redemption or Stated Maturity thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determinedotherwise, or reduce the principal amount of the principal of any Original Issue Discount a Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.025.2, modify the calculation of the rate of interest on any Security or change the date on which any Security may be redeemed or change the Place of Payment where, or the coin or currency or currency unit in which, any Guarantee or any Security or any premium or interest thereon or any Additional Amount with respect thereto is payable, or impair the right to institute suit for the enforcement of any such payment on or with respect to any Securities on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);, or (2ii) reduce the percentage in aggregate principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for to enter into any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain any provisions of this Indenture or Defaults or Events of Default any default hereunder and their consequences provided for in this Indenture; , or (3iii) modify any of the provisions of this Section, Section 5.13 or Section 10.0610.9, except to increase any such percentage or to provide that 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 deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.0610.9, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b6.11 and 9.1(f), or (iv) and 9.01(8). A supplemental indenture which changes or eliminates modify any covenant or other of the provisions of this Indenture which has expressly been included solely for relating to the benefit subordination of one the Securities or more particular the Guarantee, if applicable, in a manner that would adversely affect the interests of any Holder of Securities of that series, or (v) if the Securities are Guaranteed Securities, reduce any amount payable under, delay or defer the required time of payment under, or impair the right to institute suit to enforce any payment under the Guarantee, or (vi) modify the terms of the Guarantee contained in Article XV in any manner adverse to the Holders. provided, that, in the case of the Securities of a series initially issued to a Trust, so long as any of the corresponding series of SecuritiesPreferred Securities issued by such Trust remains outstanding, (x) no such amendment shall be made that adversely affects the holders of such Preferred Securities in any material respect, and no termination of this Indenture shall occur, and no waiver of any Event of Default or which modifies compliance with any covenant under this Indenture shall be effective, without the 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 (including any Additional Interest) thereon and all Additional Amounts with respect thereto have been paid in full and (y) no amendment shall be made to Section 5.8 of this Indenture that would impair the rights of the Holders holders of Preferred Securities issued by any 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 series with respect and all accrued and (subject to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of Section 3.12) unpaid interest (including any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereofAdditional Interest) thereon have been paid in full.

Appears in 1 contract

Sources: Junior Subordinated Indenture (MRM Capital Trust Iii)