With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture and the Notes with the consent of the Holders of a majority in principal amount of the Notes, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the Notes, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each Holder, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the rate of or change the time for payment of interest, including defaulted interest, on any Notes; (c) reduce the principal of or change the Stated Maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notes; (d) make any Note payable in money other than that stated in the Note and this Indenture; (e) impair the right of any Holder to receive payment of principal, premium or interest on that Holder’s Notes on or after the due dates for those payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notes; (f) modify Section 6.04 or 6.07 hereof or this Section; (g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto; (h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof; (i) waive a Default in the payment of principal of, interest on, or redemption payment with respect to, the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as in Section 6.02 and a waiver of the payment default that resulted from such acceleration); (j) subordinate in right of payment the Notes or the Subsidiary Guarantees to any other debt of the Company; or (k) other than releases permitted by the indenture (i) release the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary or (ii) release the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. 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 supplemental indenture. 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. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holder of each Note affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.
Appears in 5 contracts
Sources: Indenture (Mci Inc), Indenture (Mci Inc), Indenture (Intermedia Communications Inc)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company The Issuer and the Trustee may amend or supplement this Indenture and Indenture, the Notes or any amended or supplemental indenture with the written consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including without limitation consents obtained in connection with a purchase of of, or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 6.7 and 6.07 hereof6.10, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) and its consequences or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including without limitation consents obtained in connection with a purchase of of, or tender offer or exchange offer for the Notes). Without However, without the consent of each HolderHolder of an outstanding Note adversely affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting HolderHolder of Notes):
(a1) reduce the percentage of principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b2) reduce the stated rate of or change extend the stated time for payment of interest, including defaulted interest, interest on any Notessuch Note;
(c3) reduce the principal of or change extend the Stated Maturity of any Notessuch Note;
(4) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed as described under Section 3.1;
(5) reduce the premium payable upon the repurchase of any Note, change the time at which any Note may be repurchased, or change any of the date on which any associated definitions related to the provisions of Section 4.11 once the obligation to repurchase the Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Noteshas arisen;
(d6) make any such Note payable in money other than that stated in the Note and this Indenturesuch Note;
(e7) impair the right of any Holder to receive payment of principalpremium, premium or if any, principal of and interest on that such Holder’s Notes on or after the due dates for those payments, therefor or to bring institute suit to enforce that for the enforcement of any payment on or with respect to such Holder’s Notes;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at 8) make any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i) waive a Default in the payment of principal of, interest on, amendment provisions which require each Holder’s consent or redemption payment with respect to, in the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as in Section 6.02 and a waiver of the payment default that resulted from such acceleration);
(j) subordinate in right of payment the Notes or the Subsidiary Guarantees to any other debt of the Companyprovisions; or
(k) other than releases permitted by the indenture (i9) release the Subsidiary Company from its Note Guarantee (other than in accordance with the terms of any Subsidiary Guarantor that is a Significant Subsidiary or (ii) release the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. 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 supplemental indenture. 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 effectthis Indenture). It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holder of each Note affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.
Appears in 5 contracts
Sources: Indenture (Fresenius Medical Care AG & Co. KGaA), Indenture (Fresenius Medical Care AG & Co. KGaA), Indenture (Fresenius Medical Care AG & Co. KGaA)
With Consent of Holders of Notes. (a) Except as provided below in this Section 9.02, the Company Company, any Subsidiary Guarantor and the Trustee may amend or supplement this Indenture and or the Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes); provided, andhowever, subject to Sections 6.04 and 6.07 hereofthat no such modification or amendment may, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of the Holder of each Holderoutstanding Note affected thereby:
(1) may be waived with reduce the consent of the Holders of a majority percentage in principal amount of the such outstanding Notes, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each Holder, an whose Holders is required for any such amendment or supplemental indenture, or the consent of whose Holders is required for any waiver under or compliance with certain provisions of this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):Indenture;
(a2) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b) reduce the stated rate of or change extend the stated time for payment of interest, including defaulted interest, interest on any NotesNote;
(c3) reduce the principal of or change extend the Stated Maturity of any Notes, Note;
(4) reduce the premium payable upon the redemption of any Note or change the date on time at which any Notes Note may be subject redeemed pursuant to redemption Section 3.07 hereof; it being expressly understood that this does not apply to modifications of Sections 4.11 and 4.15 or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notesprovisions relating thereto;
(d5) make any Note payable in money other than that stated in the Note and this IndentureNote;
(e) impair the right of any Holder to receive payment of principal, premium or interest on that Holder’s Notes on or after the due dates for those payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notes;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i6) waive a Default or Event of Default in the payment of principal of, or interest or premium on, or redemption payment with respect to, the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as of at least a majority in Section 6.02 aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration)) or impair the right of any Holder to receive payment of the principal of, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;
(j7) subordinate in right of payment the Notes or modify the Subsidiary Guarantees in any manner adverse to any other debt the Holders of the CompanyNotes; or
(k8) make any change to or modify the ranking of the Notes that would adversely affect the Holders.
(b) other than releases permitted by the indenture (i) release the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary or (ii) release the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. 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 indenturehereto. If a record date is fixed, the Holders on such record date, or their its 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 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 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled canceled and of no further effect. .
(c) Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 and Section 12.04, the Trustee shall join with the Company and each Subsidiary Guarantor in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.
(d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. .
(e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holder Holders of each Note Notes affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.
Appears in 5 contracts
Sources: Indenture (SM Energy Co), Indenture (SM Energy Co), Indenture (SM Energy Co)
With Consent of Holders of Notes. (a) Except as provided below in this Section 9.02, the Company Company, any Guarantor, any other obligor under the Notes and the Trustee may amend or supplement this Indenture and or the Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes); provided, andhowever, subject that no such modification or amendment may, without the consent of the Holder of each outstanding Note affected thereby:
(1) change the Stated Maturity of the principal of, or any installment of interest on, or change to Sections 6.04 and 6.07 hereofan earlier date any redemption date of, any existing Default or Event of Default (except waive a continuing Default or Event of Default default in the payment of principalthe principal of, premium, if any, or interest on the Notes) or compliance with on, any provision of this Indenture or the Notes such Note (except for certain covenants and provisions rescission of this Indenture which cannot be amended without the consent acceleration of each Holder) may be waived with the consent of Notes by the Holders of a majority in aggregate principal amount of the Notes, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each Holder, an amendment or waiver under this Section 9.02 may not (with respect to any such Notes held by a non-consenting Holder):
(a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b) reduce the rate of or change the time for payment of interest, including defaulted interest, on any Notes;
(c) reduce the principal of or change the Stated Maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notes;
(d) make any Note payable in money other than that stated in the Note and this Indenture;
(e) impair the right of any Holder to receive payment of principal, premium or interest on that Holder’s Notes on or after the due dates for those payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notes;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i) waive a Default in the payment of principal of, interest on, or redemption payment with respect to, the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as in Section 6.02 and a waiver of the payment default that resulted from such acceleration) or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any such Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment after the Stated Maturity thereof (or, in the case of redemption, on or after the redemption date);
(j2) subordinate reduce the amounts required to be paid by the Company (or materially defer the times at which the Company is required to pay such amounts) pursuant to a Prepayment Offer in connection with any Asset Sale or Asset Sales in accordance with Section 4.11 or pursuant to a Change of Control Offer in the event of any Change of Control in accordance with Section 4.19;
(3) reduce the percentage in principal amount of such outstanding Notes, the consent of whose Holders is required for any such amendment or supplemental indenture, or the consent of whose Holders is required for any waiver or compliance with certain provisions of this Indenture;
(4) modify any of the provisions relating to supplemental indentures requiring the consent of Holders or relating to the waiver of past defaults, except to increase the percentage of such outstanding Notes required for such actions or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each such Note affected thereby;
(5) voluntarily release, other than in accordance with this Indenture, the Guarantee of any Guarantor; or
(6) amend or modify any of the provisions of this Indenture in any manner which subordinates the Notes issued hereunder in right of payment the Notes or the Subsidiary Guarantees to any other debt Indebtedness of the Company; orCompany or which subordinates any Guarantee in right of payment to any other Indebtedness of the Guarantor issuing any such Guarantee.
(kb) other than releases permitted by the indenture (i) release the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary or (ii) release the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. 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 indenturehereto. If a record date is fixed, the Holders on such record date, or their its 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 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled canceled and of no further effect. .
(c) Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 and Section 12.04, the Trustee shall join with the Company and each Guarantor in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.
(d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. .
(e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holder Holders of each Note Notes affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.
Appears in 5 contracts
Sources: Indenture (Continental Resources, Inc), Indenture (Continental Resources Inc), Indenture (Continental Resources Inc)
With Consent of Holders of Notes. (a) Except as provided below in this Section 9.0210.02, the Company Company, any Subsidiary Guarantor and the Trustee may amend or supplement this Indenture and or the Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes); provided, andhowever, subject to Sections 6.04 and 6.07 hereofthat no such modification or amendment may, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of the Holder of each Holderoutstanding Note affected thereby:
(1) may be waived with reduce the consent of the Holders of a majority percentage in principal amount of the such outstanding Notes, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each Holder, an whose Holders is required for any such amendment or supplemental indenture, or the consent of whose Holders is required for any waiver under or compliance with certain provisions of this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):Indenture;
(a2) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b) reduce the stated rate of or change extend the stated time for payment of interest, including defaulted interest, interest on any NotesNote;
(c3) reduce the principal of or change extend the Stated Maturity of any Notes, Note;
(4) reduce the premium payable upon the redemption of any Note or change the date on time at which any Notes Note may be subject redeemed pursuant to Section 4.07 hereof; it being expressly understood that this does not apply to (i) modifications of Sections 5.11 and 5.15 or provisions relating thereto, or (ii) provisions relating to minimum notices required for redemption of Notes described in Article Four or repurchase (except, in the case terms of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notes;
(d5) make any Note payable in money other than that stated in the Note and this IndentureNote;
(e) impair the right of any Holder to receive payment of principal, premium or interest on that Holder’s Notes on or after the due dates for those payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notes;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i6) waive a Default or Event of Default in the payment of principal of, or interest or premium on, or redemption payment with respect to, the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as of at least a majority in Section 6.02 aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration)) or impair the right of any Holder to receive payment of the principal of, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;
(j7) subordinate in right of payment the Notes or modify the Subsidiary Guarantees in any manner adverse to any other debt the Holders of the CompanyNotes; or
(k8) make any change to or modify the ranking of the Notes that would adversely affect the Holders.
(b) other than releases permitted by the indenture (i) release the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary or (ii) release the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. 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 indenturehereto. If a record date is fixed, the Holders on such record date, or their its 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 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 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled canceled and of no further effect. .
(c) Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 10.06 and Section 13.04, the Trustee shall join with the Company and each Subsidiary Guarantor in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.
(d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 10.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. .
(e) After an amendment, supplement or waiver under this Section 9.02 10.02 becomes effective, the Company shall mail to the Holder Holders of each Note Notes affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.
Appears in 4 contracts
Sources: Fifth Supplemental Indenture (SM Energy Co), Fourth Supplemental Indenture (SM Energy Co), Third Supplemental Indenture (SM Energy Co)
With Consent of Holders of Notes. (a) Except as provided above in Section 9.01 and below in this Section 9.02, the Company Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture and Indenture, the Notes or the Subsidiary Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, Notes then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes), and, subject to Sections Section 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture Indenture, the Notes or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) Subsidiary Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes, then outstanding voting as a single class Notes (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes). Without However, without the consent of each HolderHolder of an outstanding Note affected thereby, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):not:
(a1) reduce the percentage of principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b2) reduce the principal of, or change the fixed maturity of, any Note or alter the provisions with respect to the redemption of the Notes (other than with respect to (x) minimum notice required for optional redemption or (y) the provisions relating to Sections 4.10 and 4.15), including any provision relating to the premium payable upon any such purchase or redemption;
(3) reduce the rate of or change the time for payment of interest, including defaulted default interest, on any NotesNote;
(c) reduce the principal of or change the Stated Maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notes;
(d) make any Note payable in money other than that stated in the Note and this Indenture;
(e4) impair the right of any Holder to receive institute suit for the enforcement of any payment of principal, premium or interest on that Holder’s Notes on or after the due dates for those paymentsStated Maturity thereof (or, or to bring suit to enforce that payment in the case of redemption, on or with respect to such Holder’s Notesafter the redemption date);
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i5) waive a Default or Event of Default in the payment of principal of, interest onor interest, or redemption payment with respect topremium, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as of at least a majority in Section 6.02 aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(j6) subordinate make any Note payable in right money other than that stated in the Notes;
(7) make any change in the provisions of payment the Notes this Indenture relating to waivers of past Defaults or the Subsidiary Guarantees rights of Holders to receive payments of principal of, or interest, or premium, if any, on, the Notes;
(8) waive a redemption payment with respect to any Note (other debt than a payment required by Section 3.08, 4.10 or 4.15);
(9) release any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the Companyterms of this Indenture; or
(k10) other than releases permitted make any change in the preceding amendment, supplement and waiver provisions.
(b) Upon the request of the Company and upon the receipt by the indenture (i) release Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06, the Trustee shall join with the Company and the Subsidiary Guarantee Guarantors in the execution of any Subsidiary Guarantor that is a Significant Subsidiary such amendment, supplement or (ii) release waiver, unless such amendment, supplement or waiver affects the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. The Company mayTrustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any enter into such amendment, supplemental indenture. If a record date is fixed, the Holders on such record date, indenture 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. waiver.
(c) It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. .
(d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail send to the Holder of each Note affected thereby to such Holder’s address appearing in the Note Register Holders a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effectiveamendment, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture supplement or waiver.
Appears in 3 contracts
Sources: Indenture (Comstock Resources Inc), Indenture (Comstock Resources Inc), Indenture (Comstock Resources Inc)
With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Company and the Trustee may amend or supplement this Indenture and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 6.2, 6.4 and 6.07 6.7 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the Notes, then outstanding voting as a single class Notes (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each HolderHolder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b2) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes;
(c3) reduce the principal of or change or have the Stated Maturity effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption price therefor, other than prior to the Company's obligation to purchase Notes under provisions relating to the Company's obligation to make and consummate a Change of Control Offer in the event of a Change of Control or repurchase price for those Notesto make and consummate a Net Proceeds Offer with respect to any Asset Sale;
(d4) make any Note Notes payable in money other than that stated in the Note and this IndentureNotes;
(e5) impair make any change in provisions of this Indenture protecting the right of any each Holder to receive payment of principal, premium or principal of and interest on that Holder’s Notes such Note on or after the due dates for those payments, date thereof or to bring suit to enforce that payment such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default;
(6) between the date on which a Change of Control or an Asset Sale giving rise to the Company's obligation to make a Net Proceeds Offer occurs and the date on which the payments are made with respect to such Holder’s Notes;
the related Change of Control Offer or Net Proceeds Offer, as the case may be, amend, change or modify in any material respect (fA) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the obligation of the Company is obligated to make an and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to Purchase pursuant to Section 4.14 Asset Sales that have been consummated or 4.21 hereof, change (B) any of the time at which such offer to purchase must be made provisions or at which the Notes must be repurchased pursuant definitions with respect thereto;
(h7) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to modify or waiver of compliance with change any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i) waive a Default in related definitions affecting the payment of principal of, interest on, or redemption payment with respect to, the Notes (except a rescission of acceleration ranking of the Notes by or subordination of any Guarantee in a manner which adversely affects the Holders thereof provided as in Section 6.02 and a waiver of the payment default that resulted from such acceleration);
(j) subordinate in right of payment the Notes or the Subsidiary Guarantees to any other debt of the Companymaterial respect; or
(k) other than releases permitted by the indenture (i) 8) release the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture. Upon the written request of the Company accompanied by a resolution of the Board (iievidenced by an Officers' Certificate) release authorizing the Subsidiary Guarantees execution of a group any such amended or supplemental indenture, and upon the filing with the Trustee of Subsidiary Guarantors that together constitute a Significant Subsidiary. The evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of an Officers' Certificate and an Opinion of Counsel, the Trustee shall join with the Company mayin the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any enter into such amended or supplemental indenture. 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. No amendment of, or supplement or waiver to, this Indenture shall adversely affect the rights of the holders of any Guarantor Senior Debt under Article X hereof (including any defined terms as used therein) without the consent of each holder of Guarantor Senior Debt affected thereby. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company shall mail to the Holder Holders of each Note Notes affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver.
Appears in 3 contracts
Sources: Indenture (Dole Food Co Inc), Indenture (Dole Food Co Inc), Indenture (Dole Food Company Inc)
With Consent of Holders of Notes. (a) Except as provided below in this Section 9.02, the Company Company, any Subsidiary Guarantor and the Trustee may amend or supplement this Indenture Indenture, the Notes, the Security Documents and the Notes Intercreditor Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes); provided, andhowever, subject to Sections 6.04 and 6.07 hereofthat no such modification or amendment may, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of the Holder of each Holderoutstanding Note affected thereby:
(1) may be waived with reduce the consent of the Holders of a majority percentage in principal amount of the such outstanding Notes, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each Holder, an whose Holders is required for any such amendment or supplemental indenture, or the consent of whose Holders is required for any waiver under or compliance with certain provisions of this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):Indenture;
(a2) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b) reduce the stated rate of or change the stated time for payment of interest, including defaulted interest, interest on any NotesNote;
(c3) reduce the principal of or change the Stated Maturity of any Notes, Note;
(4) reduce the premium payable upon the redemption of any Note or change the date on time at which any Notes Note may be subject redeemed pursuant to redemption Section 3.07 hereof; other than modifications of Sections 4.13 and 4.17 or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notesprovisions relating thereto;
(d5) make any Note payable in money other than that stated in the Note and this IndentureNote;
(e) impair the right of any Holder to receive payment of principal, premium or interest on that Holder’s Notes on or after the due dates for those payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notes;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i6) waive a Default or Event of Default in the payment of principal of, or interest or premium on, or redemption payment with respect to, the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as of at least a majority in Section 6.02 aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration)) or impair the right of any Holder to receive payment of the principal of, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;
(j7) subordinate in right of payment the Notes or modify the Subsidiary Guarantees in any manner adverse to any other debt the Holders of the Company; Notes;
(8) release all or substantially all of the collateral subject to the Liens created by the Security Documents (except with respect to releases permitted under this Indenture) or
(k9) other than releases permitted by make any change to or modify the indenture ranking of the Notes that would adversely affect the Holders.
(ib) release the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary or (ii) release the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. 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 indenturehereto. If a record date is fixed, the Holders on such record date, or their its 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 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 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled canceled and of no further effect. .
(c) Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amendment, supplement or waiver, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 and Section 13.04, the Trustee shall join with the Company and each Subsidiary Guarantor in the execution of such amendment, supplement or waiver unless such amendment, supplement or waiver directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amendment, supplement or waiver.
(d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. .
(e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holder Holders of each Note affected thereby to such Holder’s address appearing in the Note Register Notes a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effectiveamendment, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture supplement or waiver.
Appears in 3 contracts
Sources: Indenture (Goodrich Petroleum Corp), Supplemental Indenture (Goodrich Petroleum Corp), Indenture (Goodrich Petroleum Corp)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture and the Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each HolderHolder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b2) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption or repurchase of the Notes relating to Section 4.17 hereof (and any applicable definitions);
(3) reduce the rate of or change the time for payment of interest, including defaulted interest, interest on any NotesNote;
(c) reduce the principal of or change the Stated Maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notes;
(d) make any Note payable in money other than that stated in the Note and this Indenture;
(e) impair the right of any Holder to receive payment of principal, premium or interest on that Holder’s Notes on or after the due dates for those payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notes;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i4) waive a Default or Event of Default in the payment of principal of, or interest onor premium, or redemption payment with respect toAdditional Interest, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as of at least a majority in Section 6.02 aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration);
(j5) subordinate make any Note payable in right money other than that stated in the Notes;
(6) make any change in the provisions (including applicable definitions) of the Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium or Additional Interest, if any, on the Notes;
(7) waive a redemption or repurchase payment with respect to any Note (including a payment required by the provisions described under Sections 4.12 or 4.17 hereof;
(8) make any change in the ranking of the Notes or in a manner adverse to the Subsidiary Guarantees to any other debt Holders of the CompanyNotes; or
(k9) other than releases permitted by make any change in the indenture (i) release the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary or (ii) release the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiarypreceding amendment and waiver provisions. 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 supplemental indenture. 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. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holder of each Note affected thereby to such Holder’s address appearing in the Note Security Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.
Appears in 2 contracts
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the The Company and the Trustee may amend or supplement this Indenture and Indenture, the Notes or any amended or supplemental indenture with the written consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for for, the Notes), and, subject to Sections 6.04 6.7 and 6.07 hereof6.10, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) and its consequences or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for for, the Notes). Without However, without the consent of each HolderHolder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting HolderHolder of Notes):
(a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b2) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of such Notes (other than provisions relating to the covenants in Sections 4.14 and 4.19 hereof, in which case any amendment or waiver with respect thereto may be effected with the consent of Holders of 662/3% or greater principal amount of the Notes then outstanding);
(3) reduce the rate of or change the time for payment of interest, including defaulted interest, interest on any NotesNote;
(c) reduce the principal of or change the Stated Maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notes;
(d) make any Note payable in money other than that stated in the Note and this Indenture;
(e) impair the right of any Holder to receive payment of principal, premium or interest on that Holder’s Notes on or after the due dates for those payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notes;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i4) waive a Default or Event of Default in the payment of principal of, interest onor interest, premium or redemption payment with respect toAdditional Amounts, if any, on the Notes (except a rescission of acceleration of the such Notes by the Holders thereof provided as of at least a majority in Section 6.02 aggregate principal amount of such Notes and a waiver of the payment default that resulted from such acceleration);
(j5) subordinate make any Note payable in right money other than that stated in the Notes;
(6) make any change in the provisions of payment this Indenture relating to waivers of past Defaults or the rights of Holders of such Notes to receive payments of principal of, interest, premium or Additional Amounts, if any, on such Notes or the Subsidiary Guarantees rights of any Holder to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;
(7) waive a redemption payment with respect to any other debt Note;
(8) make any change in the provisions of this Indenture described in Section 4.20 hereof that adversely affects the rights of any Holder of such Notes or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the CompanyTaxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the Payor agrees to pay Additional Amounts, if any, in respect thereof;
(9) make any changes in the subordination provisions of the Intercompany Loan Agreement or the Priority Agreement that would adversely affect the Holders of Notes; or
(k10) other than releases permitted make any change in the preceding amendment and waiver provisions. Upon the request of the Company, accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6, the Trustee shall join with the Company in the execution of such amended or supplemental indenture (i) release unless such amended or supplemental indenture adversely affects the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary Trustee’s own rights, duties or (ii) release immunities hereunder or otherwise, in which case the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. The Company mayTrustee may in its discretion, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any enter into such amended or supplemental indenture. 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holder Holders of each Note affected thereby to such Holder’s address appearing in the Note Register Notes a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to After an amendment, supplement or waiver under the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 foregoing paragraph becomes effective, the Company shall shall, in the case of Definitive Notes, mail to the Holders of the Notes a notice briefly describing the amendment, supplement or waiver. However, the failure to give such notice to all Holders describing such amendments. Any failure of the Company to mail such noticeNotes, or any defect therein, shall not, however, will not in any way impair or affect the validity of any such amended or supplemental supplemented indenture or waiver. In addition, for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such exchange so require, the Company will publish notice of any amendment, supplement and waiver in Luxembourg in a daily newspaper with general circulation in Luxembourg (which is expected to be the Luxemburger Wort).
Appears in 2 contracts
Sources: Euro Indenture (JSG Acquisitions I), Dollar Indenture (JSG Acquisitions I)
With Consent of Holders of Notes. (a) Except as provided below in this Section 9.02, the Company Company, the Guarantors, any other obligor under the Notes and the Trustee may amend or supplement this Indenture and or the Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes); provided, andhowever, subject to Sections 6.04 and 6.07 hereofthat no such modification or amendment may, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the Notes, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent Holder of each Holder, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):outstanding Note affected thereby:
(a1) reduce the percentage of principal amount of Notes whose Holders must consent to an amendment, supplement or waiverwaiver of any provision of this Indenture or the Notes;
(b2) reduce the rate of or change the time for payment of interest, including defaulted default interest, if any, on any the Notes;
(c3) reduce the principal amount of any Note or change the Stated Maturity Date of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notes;
(d4) reduce the amount payable upon redemption of any Note;
(5) waive any Event of Default in the payment of principal of, any premium or interest on the Notes;
(6) make any Note payable in money other than that stated in the Note and this Indenturesuch Note;
(e7) impair the right of any Holder Holders of Notes to receive payment of principal, premium or the principal of and interest on that Holder’s Notes on or after the respective due dates therefor and to institute suit for those payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notes;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver enforcement of any Default in respect thereof;
(i) waive a Default in the payment of principal of, interest on, or redemption payment with respect to, the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as in Section 6.02 and a waiver of the payment default that resulted from such acceleration);
(j) subordinate in right of payment the Notes or the Subsidiary Guarantees to any other debt of the Companypayment; or
(k8) make any change in the percentage of principal amount of Notes necessary to waive compliance with certain provisions of this Indenture.
(b) other than releases permitted by the indenture (i) release the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary or (ii) release the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. 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 indenturehereto. If a record date is fixed, the Holders on such record date, or their its 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 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled canceled and of no further effect. .
(c) Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 and Section 12.04, the Trustee shall join with the Company and each Guarantor in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.
(d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. .
(e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holder Holders of each Note Notes affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.
Appears in 2 contracts
Sources: Indenture (Continental Resources, Inc), Indenture (Continental Resources, Inc)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture and the Notes with the consent of the Holders of a majority in principal amount of the Notes, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the Notes, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each Holder, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b) reduce the rate of or change the time for payment of interest, including defaulted interest, on any Notes;
(c) reduce the principal of or change the Stated Maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notes;
(d) make any Note payable in money other than that stated in the Note and this Indenture;
(e) impair the right of any Holder to receive payment of principal, premium or interest on that Holder’s Notes on or after the due dates for those payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notes;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i) waive a Default in the payment of principal of, interest on, or redemption payment with respect to, the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as in Section 6.02 and a waiver of the payment default that resulted from such acceleration);
(j) subordinate in right of payment the Notes or the Subsidiary Guarantees to any other debt of the Company; or
(k) other than releases permitted by the indenture (i) release the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary or (ii) release the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. 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 supplemental indenture. 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. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holder of each Note affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.
Appears in 2 contracts
With Consent of Holders of Notes. Except as provided above in Section 9.01 and below in this Section 9.02, the Company Issuers, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Notes and the Notes Security Documents may be amended or supplemented, in each case, with the consent of the Holders of a majority in principal amount of the Notes, then outstanding voting as a single class Notes (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for for, Notes, and subject, in the Notescase of the Security Documents, to any further requirements in the Collateral Trust Agreement), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without or the consent of each Holder) Security Documents may be waived with the consent of the Holders of a majority in principal amount of the Notes, then outstanding voting as a single class Notes (including consents obtained in connection with a purchase of or of, tender offer or exchange offer for Notes and subject, in the Notescase of the Security Documents, to any further requirements in the Collateral Trust Agreement). Without However, without the consent of each HolderHolder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b) reduce the principal of or change the fixed maturity of any Note or alter any of the provisions with respect to the redemption or repurchase of the Notes (other than Sections 3.09, 4.10 and 4.15 hereof and provisions relating thereto);
(c) reduce the rate of or change the time for payment of interest, including defaulted interest, interest on any Notes;
(c) reduce the principal of or change the Stated Maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those NotesNote;
(d) make any Note payable in money other than that stated in the Note and this Indenture;
(e) impair the right of any Holder to receive payment of principal, premium or interest on that Holder’s Notes on or after the due dates for those payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notes;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i) waive a Default or Event of Default in the payment of principal ofof or interest or premium, interest on, or redemption payment with respect to, if any on the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as of a majority in Section 6.02 principal amount of the Notes and a waiver of the payment default that resulted from such acceleration);
(je) subordinate make any Note payable in right currency other than that stated in the Notes;
(f) make any change in the provisions of payment this Indenture relating to waivers of past Defaults or Events of Default or the rights of Holders of Notes to receive payments of principal of or interest or premium, if any, on the Notes (except as permitted in clause (g) below) (it being understood that changes to covenants or definitions or other actions that do not expressly change provisions of the Notes or this Indenture providing for payments of principal, interest or premium, if any, will not be deemed for any purpose in this Indenture or the Subsidiary Guarantees Notes to change or impair the rights of holders to receive payments of principal, interest or premium, if any, on the Notes);
(g) waive a redemption or repurchase payment with respect to any Note (other debt than a payment required by Sections 3.09, 4.10 and 4.15 hereof);
(h) release any Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the Companyterms of this Indenture; or
(ki) make any change in the preceding amendment, supplement and waiver provisions or the next paragraph regarding the consent of Holders required to release all or substantially all of the Collateral from the Liens securing the Notes. In addition, any amendment to, or waiver of, the provisions of this Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes (other than releases permitted in accordance with the Note Documents) will require the consent of the Holders of at least 66-2/3% in aggregate principal amount of the Notes then outstanding. Upon the request of the Issuers accompanied by Board Resolutions authorizing their execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Issuers and the Guarantors in the execution of such amended or supplemental indenture, unless such amended or supplemental indenture (i) release affects the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary Trustee’s own rights, duties or (ii) release immunities under this Indenture or otherwise, in which case the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. The Company mayTrustee may in its discretion, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any enter into such amended or supplemental indenture. 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holder Holders of each Note Notes affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver.
Appears in 2 contracts
Sources: Indenture (Calumet Specialty Products Partners, L.P.), Indenture (Calumet Specialty Products Partners, L.P.)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture and the Notes with the consent of the Holders of a majority in principal amount of the Notes, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the Notes, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each Holder, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b) reduce the rate of or change the time for payment of interest, including defaulted interest, on any Notes;
(c) reduce the principal of or change the Stated Maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notes;
(d) make any Note payable in money other than that stated in the Note and this Indenture;
(e) impair the right of any Holder to receive payment of principal, premium or interest on that Holder▇▇▇▇▇▇’s Notes on or after the due dates for those payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notes;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i) waive a Default in the payment of principal of, interest on, or redemption payment with respect to, the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as in Section 6.02 and a waiver of the payment default that resulted from such acceleration);
(j) subordinate in right of payment the Notes or the Subsidiary Guarantees to any other debt of the Company; or
(k) other than releases permitted by the indenture (i) release the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary or (ii) release the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. 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 supplemental indenture. 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. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holder of each Note affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.
Appears in 2 contracts
With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Company Issuer and the Trustee may amend or supplement this Indenture and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 6.2, 6.4 and 6.07 6.7 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the Notes, then outstanding voting as a single class Notes (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each HolderHolder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b2) reduce the rate of or change or have the effect of extending the time for payment of interest, including defaulted interest, on any Notes;
(c3) reduce the principal of or change or have the effect of changing the Stated Maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), -77- or reduce the redemption price therefor, other than provisions relating to the Issuer's obligation to make and consummate a Change of Control Offer in the event of a Change of Control or repurchase price for those Notesto make and consummate a Prepayment Offer with respect to any Asset Sale;
(d4) make any Note Notes payable in money other than that stated in the Note and this IndentureNotes;
(e5) impair the right of any Holder to receive payment of principal, premium or principal of and interest on that such Holder’s 's Notes on or after the due dates for those payments, thereof or to bring institute suit to enforce that payment on such payment;
(6) after the Issuer's obligation to purchase Notes arises under Section 4.15 or 4.17 and until such obligation is satisfied, amend, change, or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Prepayment Offer with respect to any Asset Sale that has been consummated or, after such Holder’s Notes;
(f) Change of Control has occurred or such Asset Sale has been consummated, modify Section 6.04 any of the provisions or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant definitions with respect thereto;
(h7) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to modify or waiver of compliance with change any provision of this Indenture or the related definitions affecting the ranking of the Notes or for waiver of any Default in respect thereofa manner which adversely affects the Holders;
(i) waive a Default 8) make any change in the payment of principal of, interest on, amendment provisions which require each Holder's consent or redemption payment with respect to, in the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as in Section 6.02 and a waiver of the payment default that resulted from such acceleration);
(j) subordinate in right of payment the Notes or the Subsidiary Guarantees to any other debt of the Companyprovisions; or
(k9) other than releases permitted reduce the premium payable upon the redemption of any Note or change the time at which any Note may or shall be redeemed as described under "Optional Redemption." Upon the written request of the Issuer accompanied by a resolution of the Board of Directors (evidenced by an Officers' Certificate) authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of an Officers' Certificate and an Opinion of Counsel, the Trustee shall join with the Issuer in the execution of such amended or supplemental indenture (i) release unless such amended or supplemental indenture affects the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary Trustee's own rights, duties or (ii) release immunities under this Indenture or otherwise, in which case the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. The Company mayTrustee may in its discretion, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any enter into such amended or supplemental indenture. 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company Issuer shall mail to the Holder Holders of each Note Notes affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver.
Appears in 2 contracts
Sources: Indenture (Gci Inc), Indenture (General Communication Inc)
With Consent of Holders of Notes. (a) Except as provided below in this Section 9.0212.02, the Company Company, any Subsidiary Guarantor, the Trustee and the Trustee Collateral Agent may amend or supplement this Indenture Indenture, the Notes, the Security Documents and the Notes Intercreditor Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, the PIK Interest Notes, then outstanding if any) voting as a single class (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes); provided, andhowever, subject to Sections 6.04 and 6.07 hereofthat no such modification or amendment may, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of the Holder of each Holderoutstanding Note affected thereby (including, without limitation, PIK Interest Notes, if any) may be waived with voting as a single class:
(1) reduce the consent of the Holders of a majority percentage in principal amount of the such outstanding Notes, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each Holder, an whose Holders is required for any such amendment or supplemental indenture, or the consent of whose Holders is required for any waiver under or compliance with certain provisions of this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):Indenture;
(a2) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b) reduce the stated rate of or change the stated time for payment of interest, including defaulted interest, interest on any NotesNote;
(c3) reduce the principal of or change the Stated Maturity of any Notes, Note;
(4) reduce the premium payable upon the redemption of any Note or change the date on time at which any Notes Note may be subject redeemed pursuant to redemption Section 3.07 and Section 3.08 hereof; other than modifications of Sections 7.26 and 7.30 or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notesprovisions relating thereto;
(d5) make any Note payable in money other than that stated in the Note and this IndentureNote;
(e) impair the right of any Holder to receive payment of principal, premium or interest on that Holder’s Notes on or after the due dates for those payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notes;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i6) waive a Default or Event of Default in the payment of principal of, or interest or premium on, or redemption payment with respect to, the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as of at least a majority in Section 6.02 aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration)) or impair the right of any Holder to receive payment of the principal of, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;
(j7) subordinate in right of payment the Notes or modify the Subsidiary Guarantees in any manner adverse to any other debt the Holders of the CompanyNotes;
(8) release all or substantially all of the collateral subject to the Liens created by the Security Documents (except with respect to releases permitted under this Indenture)
(9) adversely affect the right of Holders to convert the Notes other than as provided in this Indenture; or
(k10) other than releases permitted by make any change to or modify the indenture ranking of the Notes that would adversely affect the Holders.
(ib) release the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary or (ii) release the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. 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 indenturehereto. If a record date is fixed, the Holders on such record date, or their its 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 provided, however that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 120 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled canceled and of no further effect. .
(c) Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amendment, supplement or waiver, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee or the Collateral Agent, as applicable, of the documents described in Section 12.06 and Section 16.04, the Trustee or the Collateral Agent shall join with the Company and each Subsidiary Guarantor in the execution of such amendment, supplement or waiver unless such amendment, supplement or waiver directly affects the Trustee’s or the Collateral Agent’s own rights, duties, indemnities or immunities under this Indenture or otherwise, in which case the Trustee and the Collateral Agent may in its discretion, but shall not be obligated to, enter into such amendment, supplement or waiver.
(d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 10.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. .
(e) After an amendment, supplement or waiver under this Section 9.02 12.02 becomes effective, the Company shall mail deliver to the Holder Holders of each Note affected thereby to such Holder’s address appearing in the Note Register Notes a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail deliver such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effectiveamendment, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture supplement or waiver.
Appears in 2 contracts
Sources: Indenture (Goodrich Petroleum Corp), Note Purchase Agreement (Goodrich Petroleum Corp)
With Consent of Holders of Notes. Except as provided above in Section 9.01 and below in this Section 9.02, the Company Issuers, the Guarantors and the Trustee may amend or supplement this Indenture and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes, then outstanding voting as a single class Notes (including any Additional Notes) issued under this Indenture (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the Notes, then outstanding voting as a single class Notes (including any Additional Notes) issued under this Indenture including consents obtained in connection with a purchase of or of, tender offer or exchange offer for the Notes). Without However, without the consent of each HolderHolder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b2) reduce the principal of or change the fixed maturity of any Note or alter any of the provisions with respect to the redemption of the Notes (except as provided in Sections 3.09, 4.10 and 4.15 hereof);
(3) reduce the rate of or change the time for payment of interest, including defaulted interest, interest on any NotesNote;
(c) reduce the principal of or change the Stated Maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notes;
(d) make any Note payable in money other than that stated in the Note and this Indenture;
(e) impair the right of any Holder to receive payment of principal, premium or interest on that Holder’s Notes on or after the due dates for those payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notes;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i4) waive a Default or Event of Default in the payment of principal of, or interest onor premium, or redemption payment with respect toif any, on the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as of at least a majority in Section 6.02 principal amount of the Notes and a waiver of the payment default that resulted from such acceleration);
(j5) subordinate make any Note payable in right currency other than that stated in the Notes;
(6) make any change in the provisions of payment this Indenture relating to waivers of past Defaults or Events of Default or the rights of Holders of Notes to receive payments of principal of, or interest or premium, if any, on the Notes or the Subsidiary Guarantees (other than payments required by Sections 3.09, 4.10 and 4.15 hereof);
(7) waive a redemption payment with respect to any Note (other debt than a payment required by Sections 3.09, 4.10 and 4.15 hereof);
(8) release any Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the Companyterms of this Indenture; or
(k9) other than releases permitted make any change in the preceding amendment, supplement and waiver provisions. Upon the request of the Issuers accompanied by Board Resolutions authorizing their execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Issuers and the Guarantors in the execution of such amended or supplemental indenture, unless such amended or supplemental indenture (i) release affects the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary Trustee’s own rights, duties or (ii) release immunities under this Indenture or otherwise, in which case the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. The Company mayTrustee may in its discretion, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any enter into such amended or supplemental indenture. 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holder Holders of each Note Notes affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effectiveamendment, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture supplement or waiver.
Appears in 2 contracts
Sources: Indenture (Genesis Energy Lp), Indenture (Genesis Energy Lp)
With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Company Company, the Trustee, the Paying Agent, Registrar or Transfer Agent and the Trustee Guarantors, if any, may amend or supplement this Indenture and or the Notes with the consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 6.2, 6.4 and 6.07 hereof6.7, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the Notes, then outstanding voting as a single class Notes (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each HolderHolder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b2) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes;
(c3) reduce the principal of or change or have the Stated Maturity effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notestherefor;
(d4) make any Note Notes payable in money other than that stated in the Note and this IndentureNotes;
(e5) impair make any change in provisions of this Indenture protecting the right of any each Holder to receive payment of principal, premium or principal of and interest on that Holder’s Notes such Note on or after the due dates for those payments, date thereof or to bring suit to enforce that payment on such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default;
(6) after the Company’s obligation to purchase Notes arises thereunder, amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or, after such Holder’s Notes;
(f) Change of Control has occurred or such Asset Sale has been consummated, modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to provisions or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i) waive a Default in the payment of principal of, interest on, or redemption payment definitions with respect to, the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as in Section 6.02 and a waiver of the payment default that resulted from such acceleration);
(j) subordinate in right of payment the Notes or the Subsidiary Guarantees to any other debt of the Companythereto; or
(k) other than releases permitted by the indenture (i7) release the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture. Upon the written request of the Company accompanied by a resolution of the Board (iievidenced by an Officers’ Certificate) release authorizing the Subsidiary Guarantees execution of a group any such amended or supplemental indenture, and upon the filing with the Trustee of Subsidiary Guarantors that together constitute a Significant Subsidiary. The evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.2 (with copies to the Agents), the Trustee, the Paying Agent, Registrar and Transfer Agent shall join with the Company mayin the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s, the Paying Agent’s, Registrar’s or Transfer Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee, the Paying Agent, Registrar and Transfer Agent may in its discretion, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any enter into such amended or supplemental indenture. 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 Article IX becomes effective, the Company shall mail to the Holder Holders of each Note Notes affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.
Appears in 2 contracts
Sources: Indenture (Mobile Mini Inc), Indenture (Mobile Mini Inc)
With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Company and the Trustee may amend or supplement this Indenture and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 6.2, 6.4 and 6.07 hereof6.7, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the Notes, then outstanding voting as a single class Notes (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each HolderHolder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):not:
(a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b2) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes;
(c3) reduce the principal of or change or have the Stated Maturity effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notestherefor;
(d4) make any Note Notes payable in money other than that stated in the Note and this Indenturesuch Notes;
(e5) impair make any change in provisions of this Indenture protecting the right of any each Holder to receive payment of principal, premium or principal of and interest on that Holder’s Notes such Note on or after the due dates for those payments, date thereof or to bring suit to enforce that payment on such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default;
(6) after the Company's obligation to purchase Notes arises thereunder, amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or, after such Holder’s Notes;
(f) Change of Control has occurred or such Asset Sale has been consummated, modify Section 6.04 any of the provisions or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant definitions with respect thereto;
(h7) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to modify or waiver of compliance with change any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i) waive a Default in related definitions affecting the payment of principal of, interest on, or redemption payment with respect to, the Notes (except a rescission of acceleration ranking of the Notes by the Holders thereof provided as in Section 6.02 and a waiver or any Guarantee of the payment default that resulted from such acceleration);
(j) subordinate Notes in right of payment a manner which adversely affects the Notes or the Subsidiary Guarantees to any other debt of the CompanyHolders; or
(k) other than releases permitted by the indenture (i) 8) release the Subsidiary Guarantee any Guarantor of any Subsidiary Guarantor Notes issued under this Indenture that is a Significant Subsidiary from any of its obligations under its Guarantee of Notes issued under this Indenture otherwise than in accordance with the terms of this Indenture. Upon the written request of the Company accompanied by a Board Resolution (a copy of which shall be provided to the Trustee) authorizing the execution of any such amended or (ii) release supplemental indenture, and upon the Subsidiary Guarantees filing with the Trustee of a group evidence satisfactory to the Trustee of Subsidiary Guarantors that together constitute a Significant Subsidiary. The the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of an Officers' Certificate and an Opinion of Counsel in compliance with Section 9.6, the Trustee shall join with the Company mayin the execution of such amended or supplemental indenture unless such amended or supplemental Indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any enter into such amended or supplemental indenture. 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company shall mail to the Holder Holders of each Note Notes affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver.
Appears in 2 contracts
Sources: Indenture (Davis-Standard CORP), Indenture (Davis-Standard CORP)
With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Company Issuers and the Trustee may amend or supplement this Indenture and the Notes may be amended or supplemented, in each case, with the consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 6.2, 6.4 and 6.07 6.7 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the Notes, then outstanding voting as a single class Notes (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each HolderHolder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(a1) reduce the principal amount of Notes at maturity whose Holders must consent to an amendment, supplement or waiver;
(b2) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes;
(c3) reduce the principal of or change or have the Stated Maturity effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notestherefor;
(d4) make any Note Notes payable in money other than that stated in the Note and this IndentureNotes;
(e5) impair make any change in provisions of this Indenture protecting the right of any each Holder to receive payment of principal, premium or principal of and interest on that such Holder’s 's Note or Notes on or after the due dates for those payments, date thereof or to bring suit to enforce that payment on such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default;
(6) after the Issuers' obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuers to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or, after such Holder’s Notes;
(f) Change of Control has occurred or such Asset Sale has been consummated, modify Section 6.04 any of the provisions or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant definitions with respect thereto;
(h7) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to modify or waiver of compliance with change any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i) waive a Default in related definitions affecting the payment of principal of, interest on, or redemption payment with respect to, the Notes (except a rescission of acceleration ranking of the Notes by or any Guarantee in a manner which adversely affects the Holders thereof provided as in Section 6.02 and a waiver of the payment default that resulted from such acceleration);
(j) subordinate in right of payment the Notes or the Subsidiary Guarantees to any other debt of the CompanyHolders; or
(k) other than releases permitted by the indenture (i) 8) release the Subsidiary Guarantee of Holdings or any Subsidiary Guarantor that is a Significant Subsidiary of Holdings from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture. Upon the written request of the Issuers accompanied by a resolution of the Board (iievidenced by an Officers' Certificate) release authorizing the Subsidiary Guarantees execution of a group any such amended or supplemental indenture, and upon the filing with the Trustee of Subsidiary Guarantors that together constitute a Significant Subsidiary. The Company mayevidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of an Officers' Certificate and an Opinion of Counsel, the Trustee shall join with the Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental Indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any enter into such amended or supplemental indenture. 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company Issuers shall mail to the Holder Holders of each Note Notes affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver.
Appears in 1 contract
Sources: Indenture (Aas Capital Corp)
With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Company Company, the Trustee and the Trustee Guarantors, if any, may amend or supplement this Indenture and Indenture, the Notes or any Security Document with the consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 6.2, 6.4 and 6.07 hereof6.7, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or Indenture, the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) or any Security Document may be waived with the consent of the Holders of a majority in principal amount of the Notes, then outstanding voting as a single class Notes (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each HolderHolder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement amendment or waiver;
(b2) reduce the rate of or change the time for payment of interest, including defaulted interest, on any Notes;
(c3) reduce the principal of or change the Stated Maturity fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notestherefor;
(d4) make any Note Notes payable in money other than that stated in the Note and this IndentureNotes;
(e5) impair make any change in provisions of this Indenture protecting the right of any each Holder of the Notes to receive payment of principal, premium or principal of and interest on that Holder’s Notes such Note on or after the due dates for those paymentsdate thereof or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default;
(6) after the Company's obligation to purchase Notes arises hereunder, amend, change or modify in any material adverse respect the obligation of the Company to bring suit to enforce that payment on or make and consummate a Change of Control Offer in the event of a Change of Control, make and consummate a Net Proceeds Offer with respect to such Holder’s Notes;
(f) modify Section 6.04 any Asset Sale that has been consummated or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make and consummate an Excess Cash Flow Offer to Purchase pursuant to Section 4.14 4.19 or, after such Change of Control has occurred, such Asset Sale has been consummated or 4.21 hereofsuch Excess Cash Flow Offer is required to be made, change modify any of the time at which such offer to purchase must be made provisions or at which the Notes must be repurchased pursuant definitions with respect thereto;
(h7) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with change any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i) waive a Default in related definitions affecting the payment of principal of, interest on, or redemption payment with respect to, the Notes (except a rescission of acceleration ranking of the Notes by or any Guarantee in a manner materially adverse to the Holders thereof provided as in Section 6.02 and a waiver of the payment default that resulted from such acceleration);
(j) subordinate in right of payment the Notes or the Subsidiary Guarantees to any other debt of the CompanyNotes; or
(k) other than releases permitted by the indenture (i) 8) release the Subsidiary Guarantee of any Subsidiary Guarantor Guarantor, if any, that is a Significant Subsidiary from any of its obligations under its Guarantee or this Indenture otherwise in accordance with the terms hereof. Upon the written request of the Company accompanied by a resolution of the Board (iievidenced by an Officers' Certificate) release authorizing the Subsidiary Guarantees execution of a group any such amended or supplemental indenture, and upon the filing with the Trustee of Subsidiary Guarantors that together constitute a Significant Subsidiary. The evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.2, the Trustee shall join with the Company mayin the execution of such amended or supplemental indenture unless such amended or supplemental Indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any enter into such amended or supplemental indenture. 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company shall mail to the Holder Holders of each Note Notes affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.
Appears in 1 contract
Sources: Indenture (Dan River Inc /Ga/)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Company, any Guarantors, the Trustee and the Collateral Trustee may amend or supplement this Indenture and Indenture, the Security Agreements, Intercreditor Agreements, the Notes and any Note Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.06, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Security Documents, Intercreditor Agreements, the Notes or any Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes), andexcept that, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the NotesHolder affected thereby, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each Holder, an no amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):may:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interestinterest once due, on any Notes;
(c) reduce the principal of or change or have the Stated Maturity effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or price therefor (other than the provisions relating to Sections 4.10 and 4.14 prior to the time that any obligation to repurchase price for those Noteshas arisen under such Sections);
(d) make any Note Notes payable in money other than that stated in the Note and this IndentureNotes;
(e) impair make any change in the contracted right of any each Holder to receive payment of principal, premium or principal of and interest on that Holder’s Notes such Note on or after the due dates for those payments, date thereof or to bring suit to enforce that payment on or with respect to such Holder’s Notespayment;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i) waive a Default or Event of Default in the payment of principal of, or interest on, or redemption payment with respect to, premium on the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as holders of at least a majority in Section 6.02 aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration);
(jg) subordinate after the Company’s obligation to purchase Notes arises thereunder, amend, change or modify in right any material respect the obligation of payment the Company to make and consummate a Change of Control Offer in the event of a Change of Control or modify any of the provisions or definitions with respect thereto;
(h) modify or change any provision of this Indenture or the related definitions affecting the ranking of the Notes in a manner which adversely affects the Holders;
(i) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the Subsidiary Guarantees to any other debt terms of the Companythis Indenture; or
(kj) make any change in the preceding amendment and waiver provisions. In addition, no amendment to the Security Documents or the Intercreditor Agreements without the consent of the Holders of sixty-six and two-thirds percent (662/3%) in aggregate principal amount of the Notes then outstanding (voting as a single class), may release all or substantially all of the Collateral other than releases permitted in accordance with this Indenture, the Intercreditor Agreements and the Security Documents. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amendment or supplement, and upon the filing with the Trustee of evidence satisfactory to the Trustee and/or Collateral Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the indenture (i) release Trustee and/or Collateral Trustee of the Subsidiary Guarantee documents described in Section 9.06, the Trustee and/or the Collateral Trustee shall join with the Company and any Guarantors, if applicable, in the execution of any Subsidiary Guarantor that is a Significant Subsidiary such amendment or (ii) release supplement unless such amendment or supplement directly affects the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. The Company mayTrustee’s and/or Collateral Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or Collateral Trustee may in its discretion, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any supplemental indenture. If a record date is fixed, the Holders on enter into such record date, amendment 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 effectsupplement. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail deliver to the Holder Holders of each Note Notes affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.
Appears in 1 contract
Sources: Indenture (Ocwen Financial Corp)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the The Company and the Trustee may amend or supplement this Indenture and Indenture, the Notes or any amended or supplemental indenture with the written consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for for, the Notes), and, subject to Sections 6.04 6.7 and 6.07 hereof6.10, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) and its consequences or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for for, the Notes). Without However, without the consent of each HolderHolder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting HolderHolder of Notes):
(a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b2) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of such Notes (other than provisions relating to the covenants in Sections 4.14 and 4.19 hereof, in which case any amendment or waiver with respect thereto may be effected with the consent of Holders of 66 2/3% or greater principal amount of the Notes then outstanding);
(3) reduce the rate of or change the time for payment of interest, including defaulted interest, interest on any NotesNote;
(c) reduce the principal of or change the Stated Maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notes;
(d) make any Note payable in money other than that stated in the Note and this Indenture;
(e) impair the right of any Holder to receive payment of principal, premium or interest on that Holder’s Notes on or after the due dates for those payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notes;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i4) waive a Default or Event of Default in the payment of principal of, interest onor interest, premium, Liquidated Damages, if any, or redemption payment with respect toAdditional Amounts, if any, on the Notes (except a rescission of acceleration of the such Notes by the Holders thereof provided as of at least a majority in Section 6.02 aggregate principal amount of such Notes and a waiver of the payment default that resulted from such acceleration);
(j5) subordinate make any Note payable in right money other than that stated in the Notes;
(6) make any change in the provisions of payment this Indenture relating to waivers of past Defaults or the rights of Holders of such Notes to receive payments of principal of, interest, premium, Liquidated Damages, if any, or Additional Amounts, if any, on such Notes or the Subsidiary Guarantees rights of any Holder to institute suit for the enforcement of any payment on or with respect to such Holder's Notes;
(7) waive a redemption payment with respect to any other debt Note;
(8) make any change in the provisions of this Indenture described in Section 4.20 hereof that adversely affects the rights of any Holder of such Notes or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the CompanyTaxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the Payor agrees to pay Additional Amounts, if any, in respect thereof;
(9) make any changes in the subordination provisions of the Intercompany Loan Agreement or the Priority Agreement that would adversely affect the Holders of Notes; or
(k10) other than releases permitted make any change in the preceding amendment and waiver provisions. Upon the request of the Company, accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6, the Trustee shall join with the Company in the execution of such amended or supplemental indenture (i) release unless such amended or supplemental indenture adversely affects the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary Trustee's own rights, duties or (ii) release immunities hereunder or otherwise, in which case the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. The Company mayTrustee may in its discretion, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any enter into such amended or supplemental indenture. 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holder Holders of each Note affected thereby to such Holder’s address appearing in the Note Register Notes a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to After an amendment, supplement or waiver under the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 foregoing paragraph becomes effective, the Company shall shall, in the case of Definitive Notes, mail to the Holders of the Notes a notice briefly describing the amendment, supplement or waiver. However, the failure to give such notice to all Holders describing such amendments. Any failure of the Company to mail such noticeNotes, or any defect therein, shall not, however, will not in any way impair or affect the validity of any such amended or supplemental supplemented indenture or waiver. In addition, for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such exchange so require, the Company will publish notice of any amendment, supplement and waiver in Luxembourg in a daily newspaper with general circulation in Luxembourg (which is expected to be the LUXEMBURGER WORT).
Appears in 1 contract
Sources: Euro Indenture (MDCP Acquisitions I)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture and the Notes with the consent of the Holders of a majority in principal amount of the Notes, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the Notes, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each Holder, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(a1) reduce the percentage of principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b2) reduce the stated rate of or change extend the stated time for payment of interest, including defaulted interest, interest on any Notessuch Note;
(c3) reduce the principal of or change extend the Stated Maturity of any Notessuch Note;
(4) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed as described under Section 3.1;
(5) reduce the premium payable upon the repurchase of any Note, change the time at which any Note may be repurchased, or change any of the date on which any associated definitions related to the provisions of Section 4.11 once the obligation to repurchase the Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Noteshas arisen;
(d6) make any such Note payable in money other than that stated in the Note and this Indenturesuch Note;
(e7) impair the right of any Holder to receive payment of principalpremium, premium or if any, principal of and interest on that such Holder’s Notes on or after the due dates for those payments, therefor or to bring institute suit to enforce that for the enforcement of any payment on or with respect to such Holder’s Notes;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at 8) make any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i) waive a Default in the payment of principal of, interest on, amendment provisions which require each Holder’s consent or redemption payment with respect to, in the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as in Section 6.02 and a waiver of the payment default that resulted from such acceleration);
(j) subordinate in right of payment the Notes or the Subsidiary Guarantees to any other debt of the Companyprovisions; or
(k) other than releases permitted by the indenture (i9) release the Subsidiary Company from its Note Guarantee (other than in accordance with the terms of any Subsidiary Guarantor that is a Significant Subsidiary or (ii) release the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. 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 supplemental indenture. 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 effectthis Indenture). It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holder of each Note affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.
Appears in 1 contract
With Consent of Holders of Notes. Except as provided above in Section 9.01 and below in this Section 9.02, the Company Issuers, the Guarantors and the Trustee may amend or supplement this Indenture and the Notes Note Documents with the consent of the Holders of at least a majority in principal amount of the Notes, then outstanding voting as a single class Notes (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the Notes, then outstanding voting as a single class Notes (including consents obtained in connection with a purchase of or of, tender offer or exchange offer for the Notes)) in each case in addition to any required consent of holders of other Parity Lien Obligations with respect to any amendment or waiver under any Note Document also constituting a Parity Lien Document. Without However, without the consent of each HolderHolder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b) reduce the principal of or change the fixed maturity of any Note or alter any of the provisions with respect to the redemption or repurchase of the Notes (except as provided in Sections 3.09, 4.10 and 4.15 hereof);
(c) reduce the rate of or change the time for payment of interest, including defaulted interest, interest on any Notes;
(c) reduce the principal of or change the Stated Maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those NotesNote;
(d) make any Note payable in money other than that stated in the Note and this Indenture;
(e) impair the right of any Holder to receive payment of principal, premium or interest on that Holder’s Notes on or after the due dates for those payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notes;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i) waive a Default or Event of Default in the payment of principal of, of or premium or interest on, or redemption payment with respect to, on the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as of at least a majority in Section 6.02 principal amount of the Notes and a waiver of the payment default that resulted from such acceleration);
(je) subordinate make any Note payable in right money other than that stated in the Notes;
(f) make any change in the provisions of payment this Indenture relating to waivers of past Defaults or Events of Default or the rights of Holders of Notes to receive payments of principal of or premium, if any, or interest on the Notes (except as permitted in clause (g) below);
(g) waive a redemption or the Subsidiary Guarantees repurchase payment with respect to any Note (other debt than a payment required by Sections 3.09, 4.10 and 4.15 hereof);
(h) release any Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the terms of the Companyapplicable Note Documents; or
(ki) make any change in the preceding amendment, supplement and waiver provisions. In addition, the consent of Holders representing at least two-thirds of the aggregate principal amount of outstanding Notes will be required to release the Liens for the benefit of the Holders of the Notes on all or substantially all of the Collateral, other than releases permitted in accordance with the Note Documents. Upon the request of the Issuers accompanied by Board Resolutions authorizing their execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Issuers and the Guarantors in the execution of such amended or supplemental indenture, unless such amended or supplemental indenture (i) release affects the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary Trustee’s own rights, duties or (ii) release immunities under this Indenture or otherwise, in which case the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. The Company mayTrustee may in its discretion, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any enter into such amended or supplemental indenture. 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holder Holders of each Note Notes affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver.
Appears in 1 contract
With Consent of Holders of Notes. Except as provided below in this Section 9.02The Company, the Company Subsidiary Guarantors and the Trustee may amend the Indenture or supplement this Indenture and the Notes without notice to any Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes, Notes then outstanding voting as a single class Outstanding (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes) as each relates to the Notes). However, andwithout the consent of each Holder affected thereby, subject to Sections 6.04 and 6.07 hereofan amendment may not:
(1) change the Stated Maturity of the principal of, or installment of interest on, any existing Default Note;
(2) reduce the principal amount of, or Event the rate of Default interest on, any Notes;
(except 3) reduce any premium, if any, payable on the redemption of any Note or change the date on which any Note may or must be redeemed or repaid (it being understood that the definitions used in Section 4.3 may be amended or modified at any time prior to the occurrence of a continuing Default Change of Control with the consent of Holders of at least a majority in principal amount of the Notes then Outstanding);
(4) change the coin or Event of Default currency in which the payment of principalprincipal of, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the Notes, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each Holder, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiverNote is payable;
(b5) reduce release the rate Guarantee of any Subsidiary Guarantor except as provided under Article Thirteen of the Base Indenture (as amended and supplemented by this Supplemental Indenture), or change make any changes to such Guarantee in a manner adverse to the time for payment of interest, including defaulted interest, on any NotesHolders;
(c) reduce the principal of or change the Stated Maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notes;
(d) make any Note payable in money other than that stated in the Note and this Indenture;
(e6) impair the right of any Holder to receive institute suit for the enforcement of any payment of principal, premium or interest on that Holder’s Notes on or after the due dates Stated Maturity of any Note;
(7) reduce the percentage in principal amount of the Outstanding Notes, the consent of whose Holders is required in order to take certain actions;
(8) reduce the requirements for those payments, quorum or to bring suit to enforce that payment on voting by Holders in the Indenture or with respect to such Holder’s the Notes;
(f9) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount provisions of outstanding Notes necessary for amendment to or the Indenture regarding the waiver of compliance with any provision of this Indenture or past defaults and the Notes or for waiver of certain covenants by Holders except to increase any Default in respect thereof;
(i) waive a Default in the payment of principal of, interest on, percentage vote required or redemption payment with respect to, the Notes (except a rescission of acceleration to provide that certain other provisions of the Notes by Indenture cannot be modified or waived without the Holders thereof provided as in Section 6.02 and a waiver consent of the payment default that resulted from such acceleration);
(j) subordinate in right of payment the Notes or the Subsidiary Guarantees to any other debt of the Companyeach Holder affected thereby; or
(k10) other than releases permitted by the indenture (i) release the Subsidiary Guarantee of modify any Subsidiary Guarantor that is a Significant Subsidiary or (ii) release the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. 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 supplemental indenture. 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 above provisions of no further effectthis Section 5.2. It shall not be necessary for the consent of the Holders under this Section 9.02 5.2 to approve the particular form of any proposed amendment or waiveramendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver amendment under this Section 9.02 5.2 becomes effective, the Company shall mail or electronically deliver to the Holder of each Note affected thereby to such Holder’s address appearing in the Note Register Holders a notice briefly describing the such amendment, supplement or waiver. Any The failure of the Company to mail give such noticenotice to all Holders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver5.2.
Appears in 1 contract
With Consent of Holders of Notes. Except as provided above in Section 9.01 and below in this Section 9.02, the Company Issuers, the Guarantors and the Trustee may amend or supplement this Indenture and or the Notes with the consent of the Holders of at least a majority in principal amount of the Notes, then outstanding voting as a single class Notes (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the Notes, then outstanding voting as a single class Notes (including consents obtained in connection with a purchase of or of, tender offer or exchange offer for the Notes). Without However, without the consent of each HolderHolder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b) reduce the principal of or change the fixed maturity of any Note or alter any of the provisions with respect to the redemption or repurchase of the Notes (other than the minimum required notice period set forth in Section 3.03 or provisions relating to Sections 3.09, 4.10 and 4.15 hereof);
(c) reduce the rate of or change the time for payment of interest, including defaulted interest, interest on any Notes;
(c) reduce the principal of or change the Stated Maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those NotesNote;
(d) make any Note payable in money other than that stated in the Note and this Indenture;
(e) impair the right of any Holder to receive payment of principal, premium or interest on that Holder’s Notes on or after the due dates for those payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notes;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i) waive a Default or Event of Default in the payment of principal ofof or premium, interest onor Additional Interest, or redemption payment with respect toif any, on the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as of at least a majority in Section 6.02 principal amount of the Notes and a waiver of the payment default that resulted from such acceleration);
(je) subordinate make any Note payable in right money other than that stated in the Notes;
(f) make any change in the provisions of payment this Indenture relating to waivers of past Defaults or Events of Default or the rights of Holders of Notes to receive payments of principal of or premium, if any, interest or Additional Interest, if any, on the Notes (except as permitted in clause (g) below);
(g) waive a redemption or the Subsidiary Guarantees repurchase payment with respect to any Note (other debt than a payment required by Sections 3.09, 4.10 and 4.15 hereof);
(h) release any Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the Companyterms of this Indenture; or
(ki) other than releases permitted make any change in the preceding amendment, supplement and waiver provisions. Upon the request of the Issuers accompanied by Board Resolutions authorizing their execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Issuers and the Guarantors in the execution of such amended or supplemental indenture, unless such amended or supplemental indenture (i) release affects the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary Trustee’s own rights, duties or (ii) release immunities under this Indenture or otherwise, in which case the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. The Company mayTrustee may in its discretion, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any enter into such amended or supplemental indenture. 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail (or send electronically) to the Holder Holders of each Note Notes affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail (or send electronically) such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver.
Appears in 1 contract
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the The Company and the Trustee may amend or supplement this Indenture and Indenture, the Notes or any amended or supplemental indenture with the written consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for for, the Notes), and, subject to Sections 6.04 6.7 and 6.07 hereof6.10, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) and its consequences or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for for, the Notes). Without However, without the consent of each HolderHolder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting HolderHolder of Notes):
(a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b2) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of such Notes (other than provisions relating to the covenants in Sections 4.14 and 4.19 hereof, in which case any amendment or waiver with respect thereto may be effected with the consent of Holders of 66?% or greater principal amount of the Notes then outstanding);
(3) reduce the rate of or change the time for payment of interest, including defaulted interest, interest on any NotesNote;
(c) reduce the principal of or change the Stated Maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notes;
(d) make any Note payable in money other than that stated in the Note and this Indenture;
(e) impair the right of any Holder to receive payment of principal, premium or interest on that Holder’s Notes on or after the due dates for those payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notes;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i4) waive a Default or Event of Default in the payment of principal of, interest onor interest, premium, Liquidated Damages, if any, or redemption payment with respect toAdditional Amounts, if any, on the Notes (except a rescission of acceleration of the such Notes by the Holders thereof provided as of at least a majority in Section 6.02 aggregate principal amount of such Notes and a waiver of the payment default that resulted from such acceleration);
(j5) subordinate make any Note payable in right money other than that stated in the Notes;
(6) make any change in the provisions of payment this Indenture relating to waivers of past Defaults or the rights of Holders of such Notes to receive payments of principal of, interest, premium, Liquidated Damages, if any, or Additional Amounts, if any, on such Notes or the Subsidiary Guarantees rights of any Holder to institute suit for the enforcement of any payment on or with respect to such Holder's Notes;
(7) waive a redemption payment with respect to any other debt Note;
(8) make any change in the provisions of this Indenture described in Section 4.20 hereof that adversely affects the rights of any Holder of such Notes or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the CompanyTaxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the Payor agrees to pay Additional Amounts, if any, in respect thereof;
(9) make any changes in the subordination provisions of the Intercompany Loan Agreement or the Priority Agreement that would adversely affect the Holders of Notes; or
(k10) other than releases permitted make any change in the preceding amendment and waiver provisions. Upon the request of the Company, accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6, the Trustee shall join with the Company in the execution of such amended or supplemental indenture (i) release unless such amended or supplemental indenture adversely affects the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary Trustee's own rights, duties or (ii) release immunities hereunder or otherwise, in which case the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. The Company mayTrustee may in its discretion, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any enter into such amended or supplemental indenture. 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holder Holders of each Note affected thereby to such Holder’s address appearing in the Note Register Notes a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to After an amendment, supplement or waiver under the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 foregoing paragraph becomes effective, the Company shall shall, in the case of Definitive Notes, mail to the Holders of the Notes a notice briefly describing the amendment, supplement or waiver. However, the failure to give such notice to all Holders describing such amendments. Any failure of the Company to mail such noticeNotes, or any defect therein, shall not, however, will not in any way impair or affect the validity of any such amended or supplemental supplemented indenture or waiver. In addition, for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such exchange so require, the Company will publish notice of any amendment, supplement and waiver in Luxembourg in a daily newspaper with general circulation in Luxembourg (which is expected to be the LUXEMBURGER WORT).
Appears in 1 contract
With Consent of Holders of Notes. Except as provided below in this Section 9.02otherwise set forth herein, the Company and the Trustee Notes Documents may amend be amended, supplemented or supplement this Indenture and the Notes otherwise modified with the consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes), ) and, subject to Sections 6.04 and 6.07 hereofcertain exceptions, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) default or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) thereof may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes). Without However, without the consent of each HolderHolders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder)::
(a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b) reduce the stated rate of or change extend the stated time for payment of interest, including defaulted interest, interest on any Notessuch Note (other than provisions relating to Change of Control and Asset Dispositions);
(c2) reduce the principal of or change extend the Stated Maturity of any Notes, such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the date on time at which any Notes such Note may be subject to redemption or repurchase (exceptredeemed, in each case as described under paragraphs 5 and 6 of the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notes;
(d4) make any such Note payable in money currency other than that stated in the Note and this Indenturesuch Note;
(e5) impair the right of any Holder to receive institute suit for the enforcement of any payment of principalprincipal of, premium or interest or Additional Amounts, if any, on that such Holder’s Notes on or after the due dates for those payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notestherefor;
(f6) modify make any change in Section 6.04 4.15 that adversely affects the right of any Holder of such Notes in any material respect or 6.07 hereof or this Section;
(g) at amends the terms of such Notes in a way that would result in a loss of an exemption from any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment Taxes described thereunder or an exemption from any obligation to withhold or waiver of compliance with any provision of this Indenture or deduct Taxes so described thereunder unless the Notes or for waiver of any Default applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(i7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default in the payment or Event of principal of, interest on, or redemption payment Default with respect toto the nonpayment of principal, the Notes premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders thereof provided as of at least a majority in Section 6.02 principal amount of such Notes and a waiver of the payment default that resulted from such acceleration);
(j9) subordinate release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in right accordance with the terms of this Indenture and the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the Subsidiary Guarantees to any other debt rights of the Company; or
(k) other than releases permitted by Senior Euro Notes or only the indenture (i) release rights of the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary or (ii) release Senior Dollar Notes, the Subsidiary Guarantees consent of a group majority or 90% or 75%, as the case may be, in aggregate principal amount of Subsidiary Guarantors that together constitute the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a Significant Subsidiary. The Company maymajority of 90% or 75%, but as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be obligated to, fix a record date for the purpose of determining the Persons entitled required to consent to any supplemental indenturethereto). 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. It shall not be necessary for the The consent of the Holders is not necessary under this Section 9.02 Indenture to approve the particular form of any proposed amendment or waiver, but it shall be of any Notes Document. It is sufficient if such consent approves the substance thereofof the proposed amendment. After an amendment, supplement A consent to any amendment or waiver under this Section 9.02 becomes effective, the Company shall mail to the Indenture by any Holder given in connection with a tender of each Note affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail Notes will not be rendered invalid by such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waivertender.
Appears in 1 contract
With Consent of Holders of Notes. Except as provided below in this Section 9.02The Issuer, the Company any Guarantor and the Trustee may amend or supplement this Indenture and Indenture, the Notes or any amended or supplemental indenture with the written consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for for, the Notes), and, subject to Sections 6.04 6.7 and 6.07 hereof6.10, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) and its consequences or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for for, the Notes). Without However, without the consent of each Holderof the Holders of outstanding Notes affected, an no amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):may:
(a1) reduce the principal of, change the fixed maturity of, alter the provisions in any manner adverse to the Holders relating to the payment of Additional Amounts on or alter the redemption provisions of, the Notes,
(2) change the currency in which the principal of any Note or the accrued interest or premium (if any) thereon is payable,
(3) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment, supplement or waiver;waiver or consent to take any action under this Indenture or the Notes,
(b4) impair the right set forth in this Indenture of each Holder to institute suit for the enforcement of any payment on or with respect to the Notes (other than any such payment that has become due solely as a result of the acceleration of the maturity of the Notes),
(5) waive a Default in payment with respect to the Notes,
(6) reduce the rate of or change the time for payment of interestinterest (including Additional Amounts, including defaulted interest, if any) on any the Notes;,
(c7) reduce adversely affect the principal of or change the Stated Maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notes;
(d) make any Note payable in money other than that stated in the Note and this Indenture;
(e) impair the right of any Holder to receive payment of principal, premium or interest on that Holder’s Notes on or after the due dates for those payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notes;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i) waive a Default in the payment of principal of, interest on, or redemption payment with respect to, the Notes (except a rescission of acceleration ranking of the Notes by the Holders thereof provided as in Section 6.02 and a waiver of the payment default that resulted from such acceleration);
(j) subordinate in right of payment the Notes or the Subsidiary Guarantees to any other debt of the Company; or
(k) other than releases permitted by the indenture (i) release the Subsidiary Guarantee of 8) amend, change or modify, in any Subsidiary Guarantor that is a Significant Subsidiary or (ii) release the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. 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 supplemental indenture. If a record date is fixedmaterial respect, 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. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holder of each Note affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure obligation of the Company to mail such notice, make and consummate a Change of Control Offer in the event of a Change of Control or any defect therein, shall not, howevermake and consummate an Asset Sale Offer in the event of an Asset Sale or modify, in any way impair or affect the validity material respect, any of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions or definitions with respect thereto after a Change of this Section 9.02 and (ii) after Control or an amendment under this Section 9.01 becomes effectiveAsset Sale, as the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such noticecase may be, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiverhas occurred.
Appears in 1 contract
Sources: Senior Indenture (Head Nv)
With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Company Issuers and the Trustee may amend or supplement this Indenture and the Notes may be amended or supplemented, in each case, with the consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 6.2, 6.4 and 6.07 6.7 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the Notes, then outstanding voting as a single class Notes (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each HolderHolder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(a1) reduce the principal amount of Notes at maturity whose Holders must consent to an amendment, modification, supplement or waiverwaiver to this Indenture or the Notes;
(b2) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes;
(c3) reduce the principal of or change or have the Stated Maturity effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notestherefor;
(d4) make any Note Notes payable in money other than that stated in the Note and this IndentureNotes;
(e5) impair make any change in provisions of this Indenture protecting the right of any each Holder to receive payment of principal, premium or principal of and interest on that such Holder’s 's Note or Notes on or after the due dates for those payments, date thereof or to bring suit to enforce that payment on such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default;
(6) after the Issuers' obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuers to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or, after such Change of Control has occurred or such Asset Sale has been consummated, modify any of the provisions or definitions with respect thereto in a manner that adversely affects the rights of any Holder’s Notes;
(f7) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i) waive a Default in related definitions affecting the payment of principal of, interest on, or redemption payment with respect to, the Notes (except a rescission of acceleration ranking of the Notes by or any Guarantee in a manner which adversely affects the Holders thereof provided as in Section 6.02 and a waiver of the payment default that resulted from such acceleration);
(j) subordinate in right of payment the Notes or the Subsidiary Guarantees to any other debt of the CompanyHolders; or
(k) other than releases permitted by the indenture (i) 8) release the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture. Upon the written request of the Issuers accompanied by a resolution of their respective Board of Directors (iievidenced by an Officers' Certificate) release authorizing the Subsidiary Guarantees execution of a group any such amended or supplemental indenture, and upon the filing with the Trustee of Subsidiary Guarantors that together constitute a Significant Subsidiary. The Company mayevidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of an Officers' Certificate and an Opinion of Counsel, the Trustee shall join with the Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental Indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any enter into such amended or supplemental indenture. 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company Issuers shall mail to the Holder Holders of each Note Notes affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver.
Appears in 1 contract
Sources: Indenture (Superior Essex Inc)
With Consent of Holders of Notes. Except as provided above in Section 9.01 and below in this Section 9.02, the Company Issuers, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Notes and the Notes Security Documents may be amended or supplemented, in each case, with the consent of the Holders of a majority in principal amount of the Notes, then outstanding voting as a single class Notes (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for for, Notes, and subject, in the Notescase of the Security Documents, to any further requirements in the Collateral Trust Agreement), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without or the consent of each Holder) Security Documents may be waived with the consent of the Holders of a majority in principal amount of the Notes, then outstanding voting as a single class Notes (including consents obtained in connection with a purchase of or of, tender offer or exchange offer for Notes and subject, in the Notescase of the Security Documents, to any further requirements in the Collateral Trust Agreement). Without However, without the consent of each HolderHolder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b) reduce the principal of or change the fixed maturity of any Note or alter any of the provisions with respect to the redemption or repurchase of the Notes (except as provided in Sections 3.09, 4.10 and 4.15 hereof);
(c) reduce the rate of or change the time for payment of interest, including defaulted interest, interest on any Notes;
(c) reduce the principal of or change the Stated Maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those NotesNote;
(d) make any Note payable in money other than that stated in the Note and this Indenture;
(e) impair the right of any Holder to receive payment of principal, premium or interest on that Holder’s Notes on or after the due dates for those payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notes;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i) waive a Default or Event of Default in the payment of principal ofof or interest or premium, interest on, or redemption payment with respect to, if any on the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as of a majority in Section 6.02 principal amount of the Notes and a waiver of the payment default that resulted from such acceleration);
(je) subordinate make any Note payable in right money other than that stated in the Notes;
(f) make any change in the provisions of payment this Indenture relating to waivers of past Defaults or Events of Default or the rights of Holders of Notes to receive payments of principal of or interest or premium, if any, on the Notes (except as permitted in clause (g) below) (it being understood that changes to covenants or definitions or other actions that do not expressly change provisions of the Notes or this Indenture providing for payments of principal, interest or premium, if any, will not be deemed for any purpose in this Indenture or the Subsidiary Guarantees Notes to change or impair the rights of holders to receive payments of principal, interest or premium, if any, on the Notes);
(g) waive a redemption or repurchase payment with respect to any Note (other debt than a payment required by Sections 3.09, 4.10 and 4.15 hereof);
(h) release any Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the Companyterms of this Indenture; or
(ki) make any change in the preceding amendment, supplement and waiver provisions. In addition, any amendment to, or waiver of, the provisions of this Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes (other than releases permitted in accordance with the Note Documents) will require the consent of the Holders of at least 66-2/3% in aggregate principal amount of the Notes then outstanding. Upon the request of the Issuers accompanied by Board Resolutions authorizing their execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Issuers and the Guarantors in the execution of such amended or supplemental indenture, unless such amended or supplemental indenture (i) release affects the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary Trustee’s own rights, duties or (ii) release immunities under this Indenture or otherwise, in which case the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. The Company mayTrustee may in its discretion, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any enter into such amended or supplemental indenture. 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holder Holders of each Note Notes affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver.
Appears in 1 contract
Sources: Indenture (Calumet Specialty Products Partners, L.P.)
With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Company and the Trustee may amend or supplement this Indenture and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 6.2, 6.4 and 6.07 6.7 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the Notes, then outstanding voting as a single class Notes (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each HolderHolder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(a1) reduce the principal amount of Notes at maturity whose Holders must consent to an amendment, supplement or waiver;
(b2) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes;
(c3) reduce the principal of or change or have the Stated Maturity effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notestherefor;
(d4) make any Note Notes payable in money other than that stated in the Note and this IndentureNotes;
(e5) impair make any change in provisions of this Indenture protecting the right of any each Holder to receive payment of principal, premium or principal of and interest on that such Holder’s 's Note or Notes on or after the due dates for those payments, date thereof or to bring suit to enforce that payment on such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default;
(6) after the Company's obligation to purchase Notes arises hereunder, amend, change or modify in any material adverse respect the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or, after such Holder’s Notes;
(f) Change of Control has occurred or such Asset Sale has been consummated, modify Section 6.04 any of the provisions or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant definitions with respect thereto;
(h7) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to modify or waiver of compliance with change any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i) waive a Default in related definitions affecting the payment of principal of, interest on, or redemption payment with respect to, the Notes (except a rescission of acceleration ranking of the Notes by or any Guarantee in a manner which adversely affects the Holders thereof provided as in Section 6.02 and a waiver of the payment default that resulted from such acceleration);
(j) subordinate in right of payment the Notes or the Subsidiary Guarantees to any other debt of the Companymaterial respect; or
(k) other than releases permitted by the indenture (i) 8) release the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture. Upon the written request of the Company accompanied by a resolution of the Board (iievidenced by an Officers' Certificate) release authorizing the Subsidiary Guarantees execution of a group any such amended or supplemental indenture, and upon the filing with the Trustee of Subsidiary Guarantors that together constitute a Significant Subsidiary. The evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.2 hereof, the Trustee shall join with the Company mayin the execution of such amended or supplemental indenture unless such amended or supplemental Indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any enter into such amended or supplemental indenture. 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company shall mail to the Holder Holders of each Note Notes affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver.
Appears in 1 contract
Sources: Indenture (Ironton Iron Inc)
With Consent of Holders of Notes. (a) Except as provided below in this Section 9.02, the Company Company, any Subsidiary Guarantor and the Trustee may amend or supplement this Indenture and or the Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes); provided, andhowever, subject to Sections 6.04 and 6.07 hereofthat no such modification or amendment may, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of the Holder of each Holderoutstanding Note affected thereby:
(1) may be waived with reduce the consent of the Holders of a majority percentage in principal amount of the such outstanding Notes, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each Holder, an whose Holders is required for any such amendment or supplemental indenture, or the consent of whose Holders is required for any waiver under or compliance with certain provisions of this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):Indenture;
(a2) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b) reduce the stated rate of or change the stated time for payment of interest, including defaulted interest, interest on any NotesNote;
(c3) reduce the principal of or change the Stated Maturity of any Notes, Note;
(4) reduce the premium payable upon the redemption of any Note or change the date on time at which any Notes Note may be subject redeemed pursuant to redemption Section 3.07 hereof; other than modifications of Sections 4.11 and 4.15 or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notesprovisions relating thereto;
(d5) make any Note payable in money other than that stated in the Note and this IndentureNote;
(e) impair the right of any Holder to receive payment of principal, premium or interest on that Holder’s Notes on or after the due dates for those payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notes;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i6) waive a Default or Event of Default in the payment of principal of, or interest or premium on, or redemption payment with respect to, the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as of at least a majority in Section 6.02 aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration)) or impair the right of any Holder to receive payment of the principal of, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;
(j7) subordinate in right of payment the Notes or modify the Subsidiary Guarantees in any manner adverse to any other debt the Holders of the CompanyNotes; or
(k8) make any change to or modify the ranking of the Notes that would adversely affect the Holders.
(b) other than releases permitted by the indenture (i) release the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary or (ii) release the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. 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 indenturehereto. If a record date is fixed, the Holders on such record date, or their its 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 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 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled canceled and of no further effect. .
(c) Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 and Section 12.04, the Trustee shall join with the Company and each Subsidiary Guarantor in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.
(d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. .
(e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holder Holders of each Note affected thereby to such Holder’s address appearing in the Note Register Notes a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.
Appears in 1 contract
Sources: Indenture (Goodrich Petroleum Corp)
With Consent of Holders of Notes. (a) Except as provided above in Section 10.01 and below in this Section 9.0210.02, the Company Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture and Indenture, the Notes or the Subsidiary Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, Notes then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes), and, subject to Sections 6.04 Section 7.04 and 6.07 hereof7.07, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture Indenture, the Notes or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) Subsidiary Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes, then outstanding voting as a single class Notes (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes). Without However, without the consent of each HolderHolder of an outstanding Note affected thereby, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):not:
(a1) reduce the percentage of principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b2) reduce the principal of, or change the fixed maturity of, any Note or alter the provisions with respect to the redemption of the Notes (other than with respect to (x) minimum notice required for optional redemption or (y) the provisions relating to Sections 5.10 and 5.15), including any provision relating to the premium payable upon any such purchase or redemption; 91
(3) reduce the rate of or change the time for payment of interest, including defaulted default interest, on any NotesNote;
(c) reduce the principal of or change the Stated Maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notes;
(d) make any Note payable in money other than that stated in the Note and this Indenture;
(e4) impair the right of any Holder to receive institute suit for the enforcement of any payment of principal, premium or interest on that Holder’s Notes on or after the due dates for those paymentsStated Maturity thereof (or, or to bring suit to enforce that payment in the case of redemption, on or with respect to such Holder’s Notesafter the redemption date);
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i5) waive a Default or Event of Default in the payment of principal of, interest onor interest, or redemption payment with respect topremium, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as of at least a majority in Section 6.02 aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(j6) subordinate make any Note payable in right money other than that stated in the Notes;
(7) make any change in the provisions of payment the Notes this Indenture relating to waivers of past Defaults or the Subsidiary Guarantees rights of Holders to receive payments of principal of, or interest, or premium, if any, on, the Notes;
(8) waive a redemption payment with respect to any Note (other debt than a payment required by Section 4.08, 5.10 or 5.15);
(9) release any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the Companyterms of this Indenture; or
(k10) other than releases permitted make any change in the preceding amendment, supplement and waiver provisions.
(b) Upon the request of the Company and upon the receipt by the indenture (i) release Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 10.06, the Trustee shall join with the Company and the Subsidiary Guarantee Guarantors in the execution of any Subsidiary Guarantor that is a Significant Subsidiary such amendment, supplement or (ii) release waiver, unless such amendment, supplement or waiver affects the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. The Company mayTrustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any enter into such amendment, supplemental indenture. If a record date is fixed, the Holders on such record date, indenture 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. waiver.
(c) It shall not be necessary for the consent of the Holders under this Section 9.02 10.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. .
(d) After an amendment, supplement or waiver under this Section 9.02 10.02 becomes effective, the Company shall mail send to the Holder of each Note affected thereby to such Holder’s address appearing in the Note Register Holders a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture amendment, supplement or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.92
Appears in 1 contract
Sources: First Supplemental Indenture (Comstock Resources Inc)
With Consent of Holders of Notes. (a) Except as provided below in this Section 9.02, the Company Company, any Subsidiary Guarantor and the Trustee may amend or supplement this Indenture Indenture, the Notes, the Security Documents and the Notes Intercreditor Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes); provided, andhowever, subject to Sections 6.04 and 6.07 hereofthat no such modification or amendment may, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of the Holder of each Holderoutstanding Note affected thereby:
(1) may be waived with reduce the consent of the Holders of a majority percentage in principal amount of the such outstanding Notes, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each Holder, an whose Holders is required for any such amendment or supplemental indenture, or the consent of whose Holders is required for any waiver under or compliance with certain provisions of this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):Indenture;
(a2) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b) reduce the stated rate of or change the stated time for payment of interest, including defaulted interest, interest on any NotesNote;
(c3) reduce the principal of or change the Stated Maturity of any Notes, Note;
(4) reduce the premium payable upon the redemption of any Note or change the date on time at which any Notes Note may be subject redeemed pursuant to redemption Section 3.07 hereof; other than modifications of Sections 4.13 and 4.17 or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notesprovisions relating thereto;
(d5) make any Note payable in money other than that stated in the Note and this IndentureNote;
(e) impair the right of any Holder to receive payment of principal, premium or interest on that Holder’s Notes on or after the due dates for those payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notes;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i6) waive a Default or Event of Default in the payment of principal of, or interest or premium on, or redemption payment with respect to, the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as of at least a majority in Section 6.02 aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration)) or impair the right of any Holder to receive payment of the principal of, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;
(j7) subordinate in right of payment the Notes or modify the Subsidiary Guarantees in any manner adverse to any other debt the Holders of the Company; Notes;
(8) release all or substantially all of the collateral subject to the Liens created by the Security Documents (except with respect to releases permitted under this Indenture) or
(k9) other than releases permitted by make any change to or modify the indenture ranking of the Notes that would adversely affect the Holders.
(ib) release the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary or (ii) release the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. 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 indenturehereto. If a record date is fixed, the Holders on such record date, or their its 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 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 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled canceled and of no further effect. .
(c) Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 and Section 13.04, the Trustee shall join with the Company and each Subsidiary Guarantor in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.
(d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. .
(e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holder Holders of each Note affected thereby to such Holder’s address appearing in the Note Register Notes a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.
Appears in 1 contract
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company The Issuer and the Trustee may amend or supplement this Indenture and Indenture, the Notes or any amended or supplemental indenture with the written consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including without limitation consents obtained in connection with a purchase of of, or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 6.7 and 6.07 hereof6.10, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) and its consequences or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including without limitation consents obtained in connection with a purchase of of, or tender offer or exchange offer for the Notes). Without However, without the consent of each HolderHolder of an outstanding Note adversely affected, an amendment or waiver under this Section 9.02 may not (with respect to any such Notes held by a non-consenting HolderHolder of Notes):
(a1) reduce the percentage of principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b2) reduce the stated rate of or extend the stated time for payment of interest on any such Note;
(4) reduce the premium payable upon the redemption of any such Note or change the time for payment of interest, including defaulted interest, on at which any Notessuch Note may be redeemed as described under Section 3.1;
(c5) reduce the principal premium payable upon the repurchase of or any Note, change the Stated Maturity of time at which any NotesNote may be repurchased, or change any of the date on which any associated definitions related to the provisions of Section 4.11 once the obligation to repurchase the Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Noteshas arisen;
(d6) make any such Note payable in money other than that stated in the Note and this Indenturesuch Note;
(e7) impair the right of any Holder to receive payment of principalpremium, premium or if any, principal of and interest on that such Holder’s Notes on or after the due dates for those payments, therefor or to bring institute suit to enforce that for the enforcement of any payment on or with respect to such Holder’s Notes;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at 8) make any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i) waive a Default in the payment of principal of, interest on, amendment provisions which require each Holder’s consent or redemption payment with respect to, in the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as in Section 6.02 and a waiver of the payment default that resulted from such acceleration);
(j) subordinate in right of payment the Notes or the Subsidiary Guarantees to any other debt of the Companyprovisions; or
(k) other than releases permitted by the indenture (i9) release the Subsidiary Company from its Note Guarantee (other than in accordance with the terms of any Subsidiary Guarantor that is a Significant Subsidiary or (ii) release the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. 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 supplemental indenture. 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 effectthis Indenture). It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holder of each Note affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.
Appears in 1 contract
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company The Issuers and the Trustee may amend or supplement this Indenture and Indenture, the Notes or the Guarantees with the consent of the Holders of at least a majority in principal amount of the NotesNotes then outstanding, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) and its consequences or compliance with any provision of this Indenture Indenture, the Notes or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for for, the NotesNotes of such series). Without However, without the consent of each Holderthe Holders of at least 662/3% in aggregate principal amount of the Notes then outstanding, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):) release any Subsidiary Guarantor or modify its Guarantee in any manner materially adverse to the Holders, except in accordance with the terms of this Indenture. Further, without the consent of each Holder of an outstanding Note affected (including, without limitation consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), an amendment or waiver may not:
(a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b2) reduce the principal of or change the fixed maturity of any Note;
(3) reduce the rate of or change the time for payment of interest, including defaulted interest, interest on any NotesNote;
(c4) reduce the principal of premium or change amount payable upon the Stated Maturity redemption of any Notes, Note or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notes;
(d) make any Note payable in money other than that stated in the Note and this Indenture;
(e) impair the right of any Holder to receive payment of principal, premium or interest on that Holder’s Notes on or after the due dates for those payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notes;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must any Note may be made or at which the Notes must be repurchased pursuant theretoredeemed as described in Article III;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i5) waive a Default or Event of Default in the payment of principal of, or interest on, or redemption payment with respect to, the Notes premium on any Note (except a rescission of acceleration of the Notes by the Holders thereof provided as of at least a majority in Section 6.02 aggregate principal amount of the Notes of such series and a waiver of the payment default that resulted from such acceleration);
(j6) subordinate make any Note of such series payable in right money other than that stated in such series of payment Notes;
(7) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of any Holder to receive payments of principal of, interest or premium, if any, on such Holder’s Notes or the Subsidiary Guarantees rights of any Holder to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes or any Guarantee in respect thereof (such rights to receive payments and to institute suit for the enforcement of any payment are changed only when the terms of this Indenture or any Note are amended to reduce the specified principal amount, percentage or amount of premium or interest rate or to extend the maturity date of any Note or to amend the specified conditions or circumstances in which Additional Amounts are payable or the amount of Additional Amounts that are payable and this clause (7) shall not be construed as requiring the consent of Holders to any amendment or to any action, including an action undertaken by the Issuers or any Guarantor, except as specifically provided in this clause (7));
(8) waive a redemption payment with respect to any Note (other debt than a payment required under Section 4.09);
(9) make any change in respect of the CompanyIssuers’ obligations to redeem any Note pursuant to a Special Mandatory Redemption;
(10) make any change in the provisions of this Indenture described in Section 4.10 hereof that adversely affects the rights of any Holder or beneficial owner of Notes or amends the terms of the Notes in a way that would result in a loss of an exemption from any of the taxes described thereunder or an exemption from any obligation to withhold or deduct taxes so described thereunder unless the Issuers agree to pay Additional Amounts, if any, in respect thereof; or
(k11) make any change in the amendment and waiver provisions of this Article IX which required each affected Holder’s consent. All Notes issued under this Indenture shall vote and consent together on all matters (as to which any of such Notes may vote) as one class and no series of Notes will have the right to vote or consent as a separate series on any matter; provided, however, that if any amendment, waiver or other than releases permitted by the indenture (i) release the Subsidiary Guarantee modification will only affect one series of any Subsidiary Guarantor that is a Significant Subsidiary or (ii) release the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. The Company mayNotes, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any supplemental indenture. 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. It shall not be necessary for the consent of the Holders the specified percentage of principal amount of the affected series of Notes then outstanding (and not the consent of the Holders of at least a majority of all Notes), shall be required. The aggregate principal amount of the Notes, at any date of determination, shall be the sum of (1) the principal amount of the U.S. Dollar Notes at such date of determination plus (2) the Dollar Equivalent, at such date of determination, of the principal amount of the Sterling Notes at such date of determination. With respect to any matter requiring consent, waiver, approval or other action of the Holders of a specified percentage of the principal amount of all the Notes (and not solely the U.S. Dollar Notes or the Sterling Notes), such percentage shall be calculated, on the relevant date of determination, by dividing (x) the principal amount, as of such date of determination, of Notes, the Holders of which have so consented by (y) the aggregate principal amount, as of such date of determination, of the Notes then outstanding, in each case, as determined in accordance with the preceding sentence and other provisions in this Indenture. Any such calculation shall be made by the Issuers and delivered to the Trustee in an Officer’s Certificate. The consent of the Holders is not necessary under this Section 9.02 Indenture to approve the particular form of any proposed amendment or waiver, but it shall be amendment. It is sufficient if such consent approves the substance thereofof the proposed amendment. After an amendment, supplement or waiver under this Section 9.02 Indenture becomes effective, the Company shall mail Issuer is required to deliver to the Holder of each Note affected thereby to such Holder’s address appearing in the Note Register Holders a notice briefly describing such amendment or supplement. However, the failure to give such notice to all the Holders, or any defect in the notice, shall not impair or affect the validity of the amendment, supplement or waiver. Any failure Upon the request of the Company to mail such noticeIssuer, or any defect therein, shall not, however, in any way impair or affect accompanied by a resolution of its Board of Directors authorizing the validity execution of any such amended or supplemental indenture or waiver. The Company shall deliver indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such noticeconsent of the Holders of Notes as aforesaid, or any defect therein, shall not, however, in any way impair or affect and upon receipt by the validity Trustee of any such amended or supplemental indenture or waiver.the documents described in
Appears in 1 contract
Sources: Indenture
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture and the Notes of any Series with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, Notes of each Series affected thereby then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for the NotesNotes of any such Series), and, subject to Sections 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) any Series may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, Notes of each such Series then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without Notes of any such Series).Without the consent of each HolderHolder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes of any Series held by a non-consenting Holder):
(a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b2) reduce the principal of or change the Stated Maturity of any Note;
(3) reduce the rate of or change the time for payment of interest, including defaulted interest, interest on any NotesNote;
(c4) reduce waive a Default or Event of Default in the payment of principal of of, or change interest or premium on the Stated Maturity Notes of any Notes, or change Series (except a rescission of acceleration of the date on which any Notes may be subject to redemption or repurchase (except, of such Series by the Holders of at least a majority in aggregate principal amount of the case then outstanding Notes of repurchases, as would otherwise be permitted under clause (gsuch Series and a waiver of the Payment Default that resulted from such acceleration)), or reduce the redemption or repurchase price for those Notes;
(d5) make any Note of any Series payable in money other than that stated in the Note and this IndentureNotes of such Series;
(e6) impair in the right case of Subordinated Notes of any Holder to receive payment Series, modify any of principal, premium the Subordination Provisions or interest on that Holder’s Notes on or after the due dates for those payments, or to bring suit to enforce that payment on or with respect definition of “Senior Debt” relating to such Holder’s Series in a manner adverse to the holders of such Subordinated Notes;
(f7) modify Section 6.04 or 6.07 hereof or this Section;
make any change in the provisions (gincluding applicable definitions) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount Indenture relating to waivers of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture past Defaults or the rights of Holders of Notes or for waiver of any Default in respect thereof;
(i) waive a Default in the payment Series to receive payments of principal of, or interest onor premium, or if any, on the Notes of such Series;
(8) waive a redemption payment with respect to, the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as in Section 6.02 and a waiver of the payment default that resulted from such acceleration);
(j) subordinate in right of payment the Notes or the Subsidiary Guarantees to any other debt Note of the Companyany Series; or
(k9) other than releases permitted by make any change in the indenture (i) release the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary or (ii) release the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiarypreceding amendment and waiver provisions. 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 supplemental indenture. If a record date is fixed, the Holders of any Series of Notes 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. It shall not be necessary for the consent of the Holders of Notes of any Series under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holder Holders of each Note Notes affected thereby to such Holder’s address appearing and, if any Bearer Notes affected thereby are outstanding, publish on one occasion in the Note Register an Authorized Newspaper, a notice briefly describing the amendment, supplement or waiver. Any failure of by the Company to mail or publish such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effectiveamendment, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture supplement or waiver.
Appears in 1 contract
With Consent of Holders of Notes. (a) Except as provided below in this Section 9.02, the Company Company, the Guarantors, any other obligor under the Notes and the Trustee may amend or supplement this Indenture and or the Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes); provided, andhowever, subject to Sections 6.04 and 6.07 hereofthat no such modification or amendment may, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the Notes, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent Holder of each Holder, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):outstanding Note affected thereby:
(a1) reduce the percentage of principal amount of Notes whose Holders must consent to an amendment, supplement or waiverwaiver of any provision of this Indenture or the Notes;
(b2) reduce the rate of or change the time for payment of interest, including defaulted default interest, if any, on any the Notes;
(c3) reduce the principal amount of any Note or change the Stated Maturity Date of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notes;
(d4) reduce the amount payable upon redemption of any Note;
(5) waive any Event of Default in the payment of principal of, any premium or interest on the Notes;
(6) make any Note payable in money other than that stated in the Note and this Indenturesuch Note;
(e7) impair the right of any Holder Holders of Notes to receive payment of principal, premium or the principal of and interest on that Holder’s Notes on or after the respective due dates therefor and to institute suit for those payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notes;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver enforcement of any Default in respect thereof;
(i) waive a Default in the payment of principal of, interest on, or redemption payment with respect to, the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as in Section 6.02 and a waiver of the payment default that resulted from such acceleration);
(j) subordinate in right of payment the Notes or the Subsidiary Guarantees to any other debt of the Companypayment; or
(k8) make any change in the percentage of principal amount of Notes necessary to waive compliance with certain provisions of this Indenture.
(b) other than releases permitted by the indenture (i) release the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary or (ii) release the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. 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 indenturehereto. If a record date is fixed, the Holders of the Notes on such record date, or their its 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 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled canceled and of no further effect. .
(c) Upon the request of the Company and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 and Section 12.04, the Trustee shall join with the Company and each Guarantor in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.
(d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. .
(e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holder Holders of each Note Notes affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.
Appears in 1 contract
With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Company Issuer and the Trustee may amend or supplement this Indenture and the Notes may be amended or supplemented, in each case, with the consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 6.2, 6.4 and 6.07 6.7 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the Notes, then outstanding voting as a single class Notes (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each HolderHolder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(a1) reduce the principal amount of Notes at maturity whose Holders must consent to an amendment, supplement or waiver;
(b2) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes;
(c3) reduce the principal of or change or have the Stated Maturity effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notestherefor;
(d4) make any Note Notes payable in money other than that stated in the Note and this IndentureNotes;
(e5) impair make any change in provisions of this Indenture protecting the right of any each Holder to receive payment of principal, premium or principal of and interest on that such Holder’s 's Note or Notes on or after the due dates for those payments, date thereof or to bring suit to enforce that payment on such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default;
(6) after the Issuer's obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or, after such Holder’s Notes;
(f) Change of Control has occurred or such Asset Sale has been consummated, modify Section 6.04 any of the provisions or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant definitions with respect thereto;
(h7) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to modify or waiver of compliance with change any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i) waive a Default in related definitions affecting the payment of principal of, interest on, or redemption payment with respect to, the Notes (except a rescission of acceleration ranking of the Notes by in a manner which adversely affects the Holders thereof provided as in Section 6.02 and a waiver of the payment default that resulted from such acceleration);
(j) subordinate in right of payment the Notes or the Subsidiary Guarantees to any other debt of the CompanyHolders; or
(k8) release any Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture. Upon the written request of the Issuer accompanied by a resolution of the Board (evidenced by an Officers' Certificate) other than releases permitted authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of an Officers' Certificate and an Opinion of Counsel, the Trustee shall join with the Issuer in the execution of such amended or supplemental indenture (i) release unless such amended or supplemental Indenture affects the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary Trustee's own rights, duties or (ii) release immunities under this Indenture or otherwise, in which case the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. The Company mayTrustee may in its discretion, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any enter into such amended or supplemental indenture. 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company Issuer shall mail to the Holder Holders of each Note Notes affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver.
Appears in 1 contract
With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Company and the Trustee may amend or supplement this Indenture and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 6.2, 6.4 and 6.07 hereof6.7, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the Notes, then outstanding voting as a single class Notes (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each HolderHolder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(a1) reduce the principal amount of Notes at maturity whose Holders must consent to an amendment, supplement or waiver;
(b2) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes;
(c3) reduce the principal of or change or have the Stated Maturity effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notestherefor;
(d4) make any Note Notes payable in money other than that stated in the Note and this IndentureNotes;
(e5) impair make any change in provisions of this Indenture protecting the right of any each Holder to receive payment of principal, premium or principal of and interest on that such Holder’s 's Note or Notes on or after the due dates for those payments, date thereof or to bring suit to enforce that payment on such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default;
(6) after the Company's obligation to purchase Notes arises hereunder, amend, change or modify in any material adverse respect the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or, after such Holder’s Notes;
(f) Change of Control has occurred or such Asset Sale has been consummated, modify Section 6.04 any of the provisions or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant definitions with respect thereto;
(h7) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to modify or waiver of compliance with change any provision of this Indenture or the related definitions affecting the ranking of the Notes or for waiver of any Default Guarantee in respect thereofa manner which adversely affects the Holders in any material respect;
(i) waive a Default in the payment of principal of, interest on, or redemption payment with respect to, the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as in Section 6.02 and a waiver of the payment default that resulted from such acceleration);
(j) subordinate in right of payment the Notes or the Subsidiary Guarantees to 8) release any other debt of the Company; or
(k) other than releases permitted by the indenture (i) release the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture or release all or substantially all of the property and assets subject to a Lien securing the Obligations other than pursuant to the terms of the Security Documents; or
(ii9) prior to the release of Escrow Funds or Interest Escrow Funds (as such terms are defined in the Subsidiary Guarantees Initial Escrow Agreement and Interest Escrow Agreement, respectively), release or modify in any respect the Lien of the Trustee on such Escrow Funds or Interest Escrow Funds. Upon the written request of the Company accompanied by a group resolution of Subsidiary Guarantors that together constitute a Significant Subsidiary. The the Board (evidenced by an Officers' Certificate) authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.2 hereof, the Trustee shall join with the Company mayin the execution of such amended or supplemental indenture unless such amended or supplemental Indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any enter into such amended or supplemental indenture. 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company shall mail to the Holder Holders of each Note Notes affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver.
Appears in 1 contract
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company The Issuer and the Trustee may amend or supplement this Indenture and Indenture, the Notes or any amended or supplemental indenture with the written consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including without limitation consents obtained in connection with a purchase of of, or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 6.7 and 6.07 hereof6.10, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) and its consequences or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including without limitation consents obtained in connection with a purchase of of, or tender offer or exchange offer for the Notes). Without However, without the consent of each HolderHolder of an outstanding Note adversely affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting HolderHolder of Notes):
(a1) reduce the percentage of principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b2) reduce the stated rate of or change extend the stated time for payment of interest, including defaulted interest, interest on any Notessuch Note;
(c3) reduce the principal of or change extend the Stated Maturity of any Notessuch Note;
(4) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed as described under Section 3.1;
(5) reduce the premium payable upon the repurchase of any Note, change the time at which any Note may be repurchased, or change any of the date on which any associated definitions related to the provisions of Section 4.11 once the obligation to repurchase the Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Noteshas arisen;
(d6) make any such Note payable in money other than that stated in the Note and this Indenturesuch Note;
(e) impair 8) make any change in the right of any Holder to receive payment of principal, premium or interest on that amendment provisions which require each Holder’s Notes on consent or after the due dates for those payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notes;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i) waive a Default in the payment of principal of, interest on, or redemption payment with respect to, the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as in Section 6.02 and a waiver of the payment default that resulted from such acceleration);
(j) subordinate in right of payment the Notes or the Subsidiary Guarantees to any other debt of the Companyprovisions; or
(k) other than releases permitted by the indenture (i9) release the Subsidiary Company from its Note Guarantee (other than in accordance with the terms of any Subsidiary Guarantor that is a Significant Subsidiary or (ii) release the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. 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 supplemental indenture. 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 effectthis Indenture). It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holder of each Note affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.
Appears in 1 contract
With Consent of Holders of Notes. Except as provided below in this Section 9.02The Issuer, the Company Guarantors and the Trustee may amend or supplement this Indenture and Indenture, the Notes or the Guarantees with the written consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class of each series affected by such amendment or supplement (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for for, the Notes), and, subject to Sections 6.04 and 6.07 hereofSection 6.7, any existing Default or Default, an Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) its consequences or compliance with any provision of this Indenture Indenture, the Notes or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class of each series affected by such waiver (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for for, the Notes). Without However, without the consent of each HolderHolder affected, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder)::
(a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b2) reduce the principal of or change the fixed maturity of any Note;
(3) reduce the rate of or change the time for payment of interest, including defaulted interest, interest on any NotesNote;
(c4) reduce the principal of premium or change amount payable upon the Stated Maturity redemption of any Notes, Note or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notes;
(d) make any Note payable in money other than that stated in the Note and this Indenture;
(e) impair the right of any Holder to receive payment of principal, premium or interest on that Holder’s Notes on or after the due dates for those payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notes;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must any Note may be made or at which redeemed as described in Paragraphs 7 and 8 of the Notes must be repurchased pursuant theretorelevant series of Notes;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i5) waive a Default or Event of Default in the payment of principal of, interest onor interest, premium or redemption payment with respect toAdditional Amounts, if any, on the Notes (except a rescission of acceleration of the such Notes by the Holders thereof provided as of at least a majority in Section 6.02 aggregate principal amount of such Notes and a waiver of the payment default that resulted from such acceleration);
(j6) subordinate make any Note payable in right money other than that stated in the Notes;
(7) make any change in the provisions of this Indenture relating to the rights of any Holder to institute suit for the enforcement of any payment the on or with respect to such Holder’s Notes or the Subsidiary Guarantees any guarantee in respect thereof;
(8) waive a redemption payment with respect to any Note (other debt than a payment required by Section 4.19 hereof);
(9) make any change in the provisions of this Indenture described in Section 4.20 hereof that adversely affects the rights of any Holder of such Notes or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the CompanyTaxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the Payor agrees to pay Additional Amounts, if any, in respect thereof; or
(k10) other than releases permitted make any change in the preceding amendment and waiver provisions. Upon the request of the Issuer, accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.5, the Trustee shall join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture (i) release unless such amended or supplemental indenture adversely affects the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary Trustee’s own rights, duties or (ii) release immunities hereunder or otherwise, in which case the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. The Company mayTrustee may in its discretion, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any enter into such amended or supplemental indenture. 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuer shall mail to the Holder Holders of Notes of each Note affected thereby to such Holder’s address appearing in the Note Register series a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to After an amendment, supplement or waiver under the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 foregoing paragraph becomes effective, the Company shall Issuer shall, in the case of Definitive Notes, mail to the Holders of the Notes of each affected series a notice briefly describing the amendment, supplement or waiver. However, the failure to give such notice to all Holders describing such amendments. Any failure of the Company to mail such noticeNotes of each affected series, or any defect therein, shall not, however, will not in any way impair or affect the validity of any such amended or supplemental supplemented indenture or waiver. In addition, for so long as the Notes of any affected series are admitted to the Global Exchange Market of Euronext Dublin, and the rules of the Global Exchange Market of Euronext Dublin so require, the Issuer will give notice of any amendment, supplement and waiver to the Companies Announcement Office of Euronext Dublin. Any amendment, supplement or waiver pursuant to Section 9.1 or this Section 9.2 which modifies the rights of the Holders of Notes of any series with respect to any covenant or other provision shall be deemed not to affect the rights under this Indenture of the Holders of Notes of any other series.
Appears in 1 contract
Sources: Indenture (Smurfit WestRock PLC)
With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Company and the Trustee (and, in the case of the Security Documents to which the Collateral Agent is a party, the Collateral Agent) may amend or supplement this Indenture Indenture, the Security Documents (including any amendments that provide for the release of all or a portion of the Collateral as set forth in, and subject to, the conditions herein and in the Security Documents) and the Notes with the consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 6.2, 6.4 and 6.07 hereof6.7 of this Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the Notes, then outstanding voting as a single class Notes (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each HolderHolder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b2) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes;
(c3) reduce the principal of or change or have the Stated Maturity effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notestherefor;
(d4) make any Note Notes payable in money other than that stated in the Note and this IndentureNotes;
(e5) impair make any change in provisions of this Indenture protecting the right of any each Holder to receive payment of principal, premium or principal of and interest on that such Holder’s Notes 's Note on or after the due dates for those payments, date thereof or to bring suit to enforce that payment on such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default;
(6) after the Company's obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or, after such Holder’s Notes;Change of Control has occurred or such Asset Sale has been consummated, modify any of the provisions or definitions with respect thereto; or
(f7) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver related definitions affecting the ranking of the Indebtedness evidenced by the Notes. Upon the written request of the Company accompanied by a resolution of the Board (evidenced by an Officers' Certificate) authorizing the execution of any Default such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in respect thereof;
(iSection 7.2(2) waive a Default of this Indenture, the Trustee shall join with the Company in the payment execution of principal ofsuch amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee's own rights, interest onduties or immunities under this Indenture or otherwise, or redemption payment with respect to, in which case the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as Trustee may in Section 6.02 and a waiver of the payment default that resulted from such acceleration);
(j) subordinate in right of payment the Notes or the Subsidiary Guarantees to any other debt of the Company; or
(k) other than releases permitted by the indenture (i) release the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary or (ii) release the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. The Company mayits discretion, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any enter into such amended or supplemental indenture. 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. It shall not be necessary for to obtain the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company shall mail to the Holder Holders of each Note Notes affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver.
Appears in 1 contract
Sources: Indenture (Kronos International Inc)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company The Issuer and the Trustee may amend or supplement this Indenture and Indenture, the Notes or any amended or supplemental indenture with the written consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including without limitation consents obtained in connection with a purchase of of, or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 6.7 and 6.07 hereof6.10, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) and its consequences or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including without limitation consents obtained in connection with a purchase of of, or tender offer or exchange offer for the Notes). Without However, without the consent of each HolderHolder of an outstanding Note adversely affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting HolderHolder of Notes):
(a1) reduce the percentage of principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b2) reduce the stated rate of or change extend the stated time for payment of interest, including defaulted interest, interest on any Notessuch Note;
(c3) reduce the principal of or change extend the Stated Maturity of any Notessuch Note;
(4) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed as described under Section 3.1;
(5) reduce the premium payable upon the repurchase of any Note, change the time at which any Note may be repurchased, or change any of the date on which any associated definitions related to the provisions of Section 4.11 once the obligation to repurchase the Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Noteshas arisen;
(d6) make any such Note payable in money other than that stated in the Note and this Indenture;such Note; -58-
(e7) impair the right of any Holder to receive payment of principalpremium, premium or if any, principal of and interest on that such Holder’s Notes on or after the due dates for those payments, therefor or to bring institute suit to enforce that for the enforcement of any payment on or with respect to such Holder’s Notes;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at 8) make any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i) waive a Default in the payment of principal of, interest on, amendment provisions which require each Holder’s consent or redemption payment with respect to, in the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as in Section 6.02 and a waiver of the payment default that resulted from such acceleration);
(j) subordinate in right of payment the Notes or the Subsidiary Guarantees to any other debt of the Companyprovisions; or
(k) other than releases permitted by the indenture (i9) release the Subsidiary Company from its Note Guarantee (other than in accordance with the terms of any Subsidiary Guarantor that is a Significant Subsidiary or (ii) release the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. 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 supplemental indenture. 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 effectthis Indenture). It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holder of each Note affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.
Appears in 1 contract
With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Company Company, the Trustee (including in its capacity as Collateral Agent) and the Trustee Guarantors may amend or supplement this Indenture and Indenture, the Security Documents or the Notes with the consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 6.2, 6.4 and 6.07 hereof6.7, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the Notes, then outstanding voting as a single class Notes (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each HolderHolder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b2) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes;
(c3) reduce the principal of or change or have the Stated Maturity effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption price therefor, other than prior to the time the Company’s obligation to purchase Notes arises under provisions relating to the Company’s obligation to make and consummate a Change of Control Offer in the event of a Change of Control or repurchase price for those Notes;to make and consummate a Net Proceeds Offer with respect to any Asset Sale, any amendment, change or modification to the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale, as the case may be:
(d4) make any Note Notes payable in money other than that stated in the Note and this IndentureNotes;
(e5) impair make any change in provisions of this Indenture protecting the right of any each Holder to receive payment of principal, premium or principal of and interest on that Holder’s Notes such Note on or after the due dates for those payments, date thereof or to bring suit to enforce that such payment on or with respect to such Holder’s Notes;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i) waive a Default in the payment of principal of, interest on, or redemption payment with respect to, the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as of at least a majority in Section 6.02 aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration), or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default;
(j6) subordinate after the Company’s obligation to purchase Notes arises thereunder, amend, change or modify in right any material respect the obligation of payment the Company to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or, after such Change of Control has occurred or such Asset Sale has been consummated, modify any of the provisions or definitions with respect thereto;
(7) modify or change any provision of this Indenture or the related definitions affecting the ranking of the Notes or any Guarantee in a manner which adversely affects the Subsidiary Guarantees to any other debt Holders of the Company; orNotes;
(k) other than releases permitted by the indenture (i) 8) release the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or
(ii9) release all or substantially all of the Subsidiary Guarantees Collateral from the Liens of the Security Documents otherwise than in accordance with the terms of this Indenture. Upon the written request of the Company accompanied by a group resolution of Subsidiary Guarantors that together constitute a Significant Subsidiary. The the Board (evidenced by an Officers’ Certificate) authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.2, the Trustee shall join with the Company mayin the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any enter into such amended or supplemental indenture. 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company shall mail to the Holder Holders of each Note Notes affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.
Appears in 1 contract
Sources: Indenture (MxEnergy Holdings Inc)
With Consent of Holders of Notes. Except as provided below in this Section 9.02otherwise set forth herein, the Company and the Trustee Notes Documents may amend be amended, supplemented or supplement this Indenture and the Notes otherwise modified with the consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes), ) and, subject to Sections 6.04 and 6.07 hereofcertain exceptions, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) default or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) thereof may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes). Without However, without the consent of each HolderHolders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder)::
(a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b) reduce the stated rate of or change extend the stated time for payment of interest, including defaulted interest, interest on any Notessuch Note (other than provisions relating to Change of Control and Asset Dispositions);
(c2) reduce the principal of or change extend the Stated Maturity of any Notes, such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the date on time at which any Notes such Note may be subject to redemption or repurchase (exceptredeemed, in each case as described under paragraphs 5 and 6 of the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notes;
(d4) make any such Note payable in money currency other than that stated in the Note and this Indenturesuch Note;
(e5) impair the right of any Holder to receive institute suit for the enforcement of any payment of principalprincipal of, premium or interest or Additional Amounts, if any, on that such Holder’s Notes on or after the due dates for those payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notestherefor;
(f6) modify make any change in Section 6.04 4.15 that adversely affects the right of any Holder of such Notes in any material respect or 6.07 hereof or this Section;
(g) at amends the terms of such Notes in a way that would result in a loss of an exemption from any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment Taxes described thereunder or an exemption from any obligation to withhold or waiver of compliance with any provision of this Indenture or deduct Taxes so described thereunder unless the Notes or for waiver of any Default applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(i7) release all or substantially all Security Interests granted for the benefit of the Holders in the Collateral (taken as a whole) or the Escrow Collateral other than in accordance with the terms of the Security Documents, the Escrow Agreement, the Escrow Charge, the Intercreditor Agreement, any applicable Additional Intercreditor Agreement and this Indenture; provided that, for the avoidance of doubt and without prejudice Section 4.10 the release of less than all or substantially all Security Interests granted for the benefit of the Holders in the Collateral (taken as a whole) shall only require the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the consent of the Holders of at least a majority in principal amount of the Notes the outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes;
(8) waive a Default in the payment or Event of principal of, interest on, or redemption payment Default with respect toto the nonpayment of principal, the Notes premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders thereof provided as of at least a majority in Section 6.02 principal amount of such Notes and a waiver of the payment default that resulted from such acceleration);
(j9) subordinate release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in right accordance with the terms of this Indenture and the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Senior Secured Euro Notes and the rights of the Senior Secured Dollar Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the Subsidiary Guarantees to any other debt rights of the Company; or
(k) other than releases permitted by Senior Secured Euro Notes or only the indenture (i) release rights of the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary or (ii) release Senior Secured Dollar Notes, the Subsidiary Guarantees consent of a group majority or 90% or 75%, as the case may be, in aggregate principal amount of Subsidiary Guarantors that together constitute the Senior Secured Euro Notes or Senior Secured Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a Significant Subsidiary. The Company maymajority of 90% or 75%, but as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be obligated to, fix a record date for the purpose of determining the Persons entitled required to consent to any supplemental indenturethereto). 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. It shall not be necessary for the The consent of the Holders is not necessary under this Section 9.02 Indenture to approve the particular form of any proposed amendment or waiver, but it shall be of any Notes Document. It is sufficient if such consent approves the substance thereofof the proposed amendment. After an amendment, supplement A consent to any amendment or waiver under this Section 9.02 becomes effective, the Company shall mail to the Indenture by any Holder given in connection with a tender of each Note affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail Notes will not be rendered invalid by such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waivertender.
Appears in 1 contract
Sources: Senior Secured Indenture (Ardagh Metal Packaging S.A.)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company The Issuer and the Trustee may amend or supplement this Indenture and Indenture, the Notes or any amended or supplemental indenture with the written consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including without limitation consents -58- obtained in connection with a purchase of of, or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 6.7 and 6.07 hereof6.10, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) and its consequences or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including without limitation consents obtained in connection with a purchase of of, or tender offer or exchange offer for the Notes). Without However, without the consent of each HolderHolder of an outstanding Note adversely affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting HolderHolder of Notes):
(a1) reduce the percentage of principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b2) reduce the stated rate of or change extend the stated time for payment of interest, including defaulted interest, interest on any Notessuch Note;
(c3) reduce the principal of or change extend the Stated Maturity of any Notessuch Note;
(4) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed as described under Section 3.1;
(5) reduce the premium payable upon the repurchase of any Note, change the time at which any Note may be repurchased, or change any of the date on which any associated definitions related to the provisions of Section 4.11 once the obligation to repurchase the Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Noteshas arisen;
(d6) make any such Note payable in money other than that stated in the Note and this Indenturesuch Note;
(e7) impair the right of any Holder to receive payment of principalpremium, premium or if any, principal of and interest on that such Holder’s Notes on or after the due dates for those payments, therefor or to bring institute suit to enforce that for the enforcement of any payment on or with respect to such Holder’s Notes;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at 8) make any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i) waive a Default in the payment of principal of, interest on, amendment provisions which require each Holder’s consent or redemption payment with respect to, in the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as in Section 6.02 and a waiver of the payment default that resulted from such acceleration);
(j) subordinate in right of payment the Notes or the Subsidiary Guarantees to any other debt of the Companyprovisions; or
(k) other than releases permitted by the indenture (i9) release the Subsidiary Company from its Note Guarantee (other than in accordance with the terms of any Subsidiary Guarantor that is a Significant Subsidiary or (ii) release the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. 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 supplemental indenture. 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 effectthis Indenture). It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holder of each Note affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.
Appears in 1 contract
With Consent of Holders of Notes. (a) Except as provided below in this Section 9.02, the Company Company, the Guarantors, any other obligor under the Notes and the Trustee may amend or supplement this Indenture and or the Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes); provided, andhowever, subject to Sections 6.04 and 6.07 hereofthat no such modification or amendment may, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the Notes, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent Holder of each Holder, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):outstanding Note affected thereby:
(a1) reduce the percentage of principal amount of Notes whose Holders must consent to an amendment, supplement or waiverwaiver of any provision of this Indenture or the Notes;
(b2) reduce the rate of or change the time for payment of interest, including defaulted default interest, if any, on any the Notes;
(c3) reduce the principal amount of any Note or change the Stated Maturity Date of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notes;
(d4) reduce the amount payable upon redemption of any Note;
(5) waive any Event of Default in the payment of principal of, any premium or interest on the Notes;
(6) make any Note payable in money other than that stated in the Note and this Indenturesuch Note;
(e7) impair the right of any Holder Holders of Notes to receive payment of principal, premium or the principal of and interest on that Holder’s Notes on or after the respective due dates therefor and to institute suit for those payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notes;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver enforcement of any Default in respect thereof;
(i) waive a Default in the payment of principal of, interest on, or redemption payment with respect to, the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as in Section 6.02 and a waiver of the payment default that resulted from such acceleration);
(j) subordinate in right of payment the Notes or the Subsidiary Guarantees to any other debt of the Companypayment; or
(k8) make any change in the percentage of principal amount of Notes necessary to waive compliance with certain provisions of this Indenture.
(b) other than releases permitted by the indenture (i) release the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary or (ii) release the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. 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 indenturehereto. If a record date is fixed, the Holders of the Notes on such record date, or their its 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 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled canceled and of no further effect. .
(c) Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 and Section 12.04, the Trustee shall join with the Company and each Guarantor in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.
(d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. .
(e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holder Holders of each Note Notes affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.
Appears in 1 contract
With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Company Company, the Trustee (or, as applicable, the Paying Agent or Registrar) and the Trustee Guarantors, if any, may amend or supplement this Indenture and or the Notes with the consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 6.2, 6.4 and 6.07 hereof6.7, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or Indenture, the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the Notes, then outstanding voting as a single class Notes (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each HolderHolder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b2) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes;
(c3) reduce the principal of or change or have the Stated Maturity effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notestherefor;
(d4) make any Note Notes payable in money other than that stated in the Note and this IndentureNotes;
(e5) impair make any change in provisions of this Indenture protecting the right of any each Holder to receive payment of principal, premium or principal of and interest on that Holder’s Notes such Note on or after the due dates for those payments, date thereof or to bring suit to enforce that payment on such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default;
(6) after the Company’s obligation to purchase Notes arises thereunder, amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or, after such Holder’s Notes;
(f) Change of Control has occurred or such Asset Sale has been consummated, modify Section 6.04 any of the provisions or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant definitions with respect thereto;
(h7) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with change any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i) waive a Default in related definitions affecting the payment of principal of, interest on, or redemption payment with respect to, the Notes (except a rescission of acceleration ranking of the Notes by or any Guarantees in a manner materially adverse to the Holders thereof provided as in Section 6.02 and a waiver of the payment default that resulted from such acceleration);
(j) subordinate in right of payment the Notes or the Subsidiary Guarantees to any other debt of the CompanyNotes; or
(k) other than releases permitted by the indenture (i) 8) release the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture. Upon the written request of the Company accompanied by a resolution of the Board (iievidenced by an Officers’ Certificate) release authorizing the Subsidiary Guarantees execution of a group any such amended or supplemental indenture, and upon the filing with the Trustee of Subsidiary Guarantors that together constitute a Significant Subsidiary. The evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.2, the Trustee shall join with the Company mayin the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any enter into such amended or supplemental indenture. 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company shall mail to the Holder Holders of each Note Notes affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.
Appears in 1 contract
Sources: Indenture (Mobile Mini Inc)
With Consent of Holders of Notes. (a) Except as provided above in Section 9.01 and below in this Section 9.02, the Company Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture and Indenture, the Notes or the Subsidiary Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, Notes then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes), and, subject to Sections Section 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture Indenture, the Notes or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) Subsidiary Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes, then outstanding voting as a single class Notes (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes). Without However, without the consent of each HolderHolder of an outstanding Note affected thereby, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):not:
(a1) reduce the percentage of principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b2) reduce the principal of, or change the fixed maturity of, any Note or alter the provisions with respect to the redemption of the Notes (other than with respect to (x) minimum notice required for optional redemption or (y) the provisions relating to Sections 4.10 and 4.15), including any provision relating to the premium payable upon any such purchase or redemption;
(3) reduce the rate of or change the time for payment of interest, including defaulted default interest, on any NotesNote;
(c) reduce the principal of or change the Stated Maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notes;
(d) make any Note payable in money other than that stated in the Note and this Indenture;
(e4) impair the right of any Holder to receive institute suit for the enforcement of any payment of principal, premium or interest on that Holder’s Notes on or after the due dates for those paymentsStated Maturity thereof (or, or to bring suit to enforce that payment in the case of redemption, on or with respect to such Holder’s Notesafter the redemption date);
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i5) waive a Default or Event of Default in the payment of principal of, interest onor interest, or redemption payment with respect topremium, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as of at least a majority in Section 6.02 aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(j6) subordinate make any Note payable in right money other than that stated in the Notes;
(7) make any change in the provisions of payment the Notes this Indenture relating to waivers of past Defaults or the Subsidiary Guarantees rights of Holders to receive payments of principal of, or interest, or premium, if any, on, the Notes;
(8) waive a redemption payment with respect to any Note (other debt than a payment required by Section 3.08, 4.10 or 4.15);
(9) release any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the Companyterms of this Indenture;
(10) make any change in the preceding amendment, supplement and waiver provisions;
(11) release proceeds from the Escrow Account in any manner or at any time other than as set forth in Section 3.10 or Section 4.19 and in the Escrow Agreement; or
(ki) other than releases permitted make any change to the provisions in this Indenture with respect to the Escrow Issuer’s obligation to redeem the Notes through a Special Mandatory Redemption in a manner that would materially adversely affect the Holders of the Notes.
(b) Notwithstanding the foregoing, no provisions of the Escrow Agreement (including, without limitation, those relating to the release of the Escrowed Property) may be amended or waived in a manner that would materially adversely affect the Holders of the Notes (as determined in good faith by the indenture Escrow Issuer) without the consent of the Holders of 66-2/3% in aggregate principal amount of the Notes then outstanding.
(ic) release Upon the request of the Company and upon the receipt by the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06, the Trustee shall join with the Company and the Subsidiary Guarantee Guarantors in the execution of any Subsidiary Guarantor that is a Significant Subsidiary such amendment, supplement or (ii) release waiver, unless such amendment, supplement or waiver affects the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. The Company mayTrustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any enter into such amendment, supplemental indenture. If a record date is fixed, the Holders on such record date, indenture 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. waiver.
(d) It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. .
(e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail send to the Holder of each Note affected thereby to such Holder’s address appearing in the Note Register Holders a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effectiveamendment, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture supplement or waiver.
Appears in 1 contract
Sources: Indenture (Comstock Resources Inc)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company The Issuer and the Trustee may amend or supplement this Indenture and Indenture, the Notes or any amended or supplemental indenture with the written consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including without limitation consents obtained in connection with a purchase of of, or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 6.7 and 6.07 hereof6.10, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) and its consequences or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including without limitation consents obtained in connection with a purchase of of, or tender offer or exchange offer for the Notes). Without However, without the consent of each HolderHolder of an outstanding Note adversely affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting HolderHolder of Notes):
(a1) reduce the percentage of principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b2) reduce the stated rate of or change extend the stated time for payment of interest, including defaulted interest, interest on any Notessuch Note;
(c3) reduce the principal of or change extend the Stated Maturity of any Notessuch Note;
(4) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed as described under Section 3.1;
(5) reduce the premium payable upon the repurchase of any Note, change the time at which any Note may be repurchased, or change any of the date on which any associated definitions related to the provisions of Section 4.11 once the obligation to repurchase the Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Noteshas arisen;
(d6) make any such Note payable in money other than that stated in the Note and this Indenturesuch Note;
(e7) impair the right of any Holder to receive payment of principalpremium, premium or if any, principal of and interest on that Holdersuch H▇▇▇▇▇’s Notes on or after the due dates for those payments, therefor or to bring institute suit to enforce that for the enforcement of any payment on or with respect to such Holder’s Notes;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at 8) make any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i) waive a Default in the payment of principal of, interest on, amendment provisions which require each Holder’s consent or redemption payment with respect to, in the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as in Section 6.02 and a waiver of the payment default that resulted from such acceleration);
(j) subordinate in right of payment the Notes or the Subsidiary Guarantees to any other debt of the Companyprovisions; or
(k) other than releases permitted by the indenture (i9) release the Subsidiary Company from its Note Guarantee (other than in accordance with the terms of any Subsidiary Guarantor that is a Significant Subsidiary or (ii) release the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. 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 supplemental indenture. 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 effectthis Indenture). It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holder of each Note affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.
Appears in 1 contract
With Consent of Holders of Notes. Except as provided below in this Section 9.02The Company, the Company Subsidiary Guarantors and the Trustee may amend the Indenture or supplement this Indenture and the Notes without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes) as each relates to the Notes). However, andwithout the consent of each Holder affected thereby, subject to Sections 6.04 and 6.07 hereofan amendment may not:
(1) change the Stated Maturity of the principal of, or installment of interest on, any existing Default Note;
(2) reduce the principal amount of, or Event the rate of Default interest on, any Notes;
(except a continuing Default or Event of Default in the payment of principal, 3) reduce any premium, if any, or interest payable on the Notes) redemption of any Note or compliance with change the date on which any provision of this Indenture Note may or must be redeemed or repaid (it being understood that the Notes (except for certain covenants and provisions of this Indenture which cannot definitions used in Section 4.3 may be amended without or modified at any time prior to the consent occurrence of each Holder) may be waived a Change of Control with the consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notesoutstanding). Without the consent of each Holder, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b4) reduce the rate of or change the time for payment of interest, including defaulted interest, on any Notes;
(c) reduce coin or currency in which the principal of or change interest on any Note is payable;
(5) release the Stated Maturity Guarantee of any Notes, or change Subsidiary Guarantor except as provided under Article Thirteen of the date on which any Notes may be subject to redemption or repurchase Base Indenture (except, in the case of repurchases, as would otherwise be permitted under clause (g)amended and supplemented by this Supplemental Indenture), or reduce make any changes to such Guarantee in a manner adverse to the redemption or repurchase price for those NotesHolders;
(d) make any Note payable in money other than that stated in the Note and this Indenture;
(e6) impair the right of any Holder to receive institute suit for the enforcement of any payment of principal, premium or interest on that Holder’s Notes on or after the due dates Stated Maturity of any Note;
(7) reduce the percentage in principal amount of the outstanding Notes, the consent of whose Holders is required in order to take certain actions;
(8) reduce the requirements for those payments, quorum or to bring suit to enforce that payment on voting by Holders in the Indenture or with respect to such Holder’s the Notes;
(f9) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount provisions of outstanding Notes necessary for amendment to or the Indenture regarding the waiver of compliance with any provision of this Indenture or past defaults and the Notes or for waiver of certain covenants by Holders except to increase any Default in respect thereof;
(i) waive a Default in the payment of principal of, interest on, percentage vote required or redemption payment with respect to, the Notes (except a rescission of acceleration to provide that certain other provisions of the Notes by Indenture cannot be modified or waived without the Holders thereof provided as in Section 6.02 and a waiver consent of the payment default that resulted from such acceleration);
(j) subordinate in right of payment the Notes or the Subsidiary Guarantees to any other debt of the Companyeach Holder affected thereby; or
(k10) other than releases permitted by the indenture (i) release the Subsidiary Guarantee of modify any Subsidiary Guarantor that is a Significant Subsidiary or (ii) release the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. 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 supplemental indenture. 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 above provisions of no further effectthis Section 5.2. It shall not be necessary for the consent of the Holders under this Section 9.02 5.2 to approve the particular form of any proposed amendment or waiveramendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver amendment under this Section 9.02 5.2 becomes effective, the Company shall mail or electronically deliver to the Holder of each Note affected thereby to such Holder’s address appearing in the Note Register Holders a notice briefly describing the such amendment, supplement or waiver. Any The failure of the Company to mail give such noticenotice to all Holders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver5.2.
Appears in 1 contract
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Company, the Trustee and the Trustee Guarantors, if any, may amend or supplement this Indenture Indenture, the Notes, the Guarantees, the Collateral Agreements and the Notes Intercreditor Agreement with the consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.02, 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or Indenture, the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the Notes, then outstanding voting as a single class Notes (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each HolderHolder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiverwaiver of any provision of this Indenture, the Notes, the Guarantees, the Collateral Agreements or the Intercreditor Agreement;
(b2) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interestinterest or Additional Interest, if any, on any Notes;
(c3) reduce the principal of or change or have the Stated Maturity effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those NotesRedemption Price therefor;
(d4) make any Note Notes payable in money other than that stated in the Note and this IndentureNotes;
(e5) impair make any change in provisions of this Indenture relating to the right of any each Holder to receive payment of principalprincipal of or premium, premium if any, or interest interest, including Additional Interest, if any, on that Holder’s Notes such Note on or after the due dates for those payments, date thereof or to bring suit to enforce that payment on such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default;
(6) after the Company’s obligation to purchase Notes arises thereunder, amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or, after such Holder’s Notes;Change of Control has occurred or such Asset Sale has been consummated, modify any of the provisions or definitions with respect thereto; or
(f7) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the related definitions affecting the ranking of the Notes or for waiver any Guarantee or any Lien created under any Collateral Agreement in a manner that adversely affects the Holders of any Default in respect thereofthe Notes;
(i) waive a Default in the payment of principal of, interest on, or redemption payment with respect to, the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as in Section 6.02 and a waiver of the payment default that resulted from such acceleration);
(j) subordinate in right of payment the Notes or the Subsidiary Guarantees to 8) release any other debt of the Company; or
(k) other than releases permitted by the indenture (i) release the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture or the Intercreditor Agreement;
(ii9) release all or substantially all of the Subsidiary Guarantees Collateral other than in accordance with the terms of this Indenture and the Collateral Agreements or the Intercreditor Agreement;
(10) modify or change the provisions of this Indenture relating to the eligibility to receive, or the computation of, Additional Amounts in a group manner that adversely affects the rights of Subsidiary Guarantors that together constitute any Holder; or
(11) make any change to Section 9.01 or this Section 9.02. Upon the written request of the Company accompanied by a Significant Subsidiary. The resolution of the Board (evidenced by an Officers’ Certificate) authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06, the Trustee shall join with the Company mayin the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any enter into such amended or supplemental indenture. 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holder Holders of each Note Notes affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.
Appears in 1 contract
With Consent of Holders of Notes. Except as provided above in Section 9.01 and below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture and or the Notes may be amended or supplemented with the consent of the Holders of a majority in aggregate principal amount of the Notesthen-outstanding Notes (including, then outstanding voting as a single class (including without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notesthen-outstanding Notes (including, then outstanding voting as a single class (including without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes). Without However, without the consent of each HolderHolder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b) reduce the principal of or change the fixed maturity of any Note or alter any of the provisions with respect to the redemption or repurchase of the Notes (other than provisions relating to Sections 4.10 and 4.15 hereof prior to the time the Company’s obligation to offer to repurchase the Notes arises);
(c) reduce the rate of or change the time for payment of interest, including defaulted interest, interest on any Notes;
(c) reduce the principal of or change the Stated Maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those NotesNote;
(d) make any Note payable in money other than that stated in the Note and this Indenture;
(e) impair the right of any Holder to receive payment of principal, premium or interest on that Holder’s Notes on or after the due dates for those payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notes;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i) waive a Default or Event of Default in the payment of principal ofof or premium, if any, interest onor Additional Interest, or redemption payment with respect toif any, on the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as of at least a majority in Section 6.02 principal amount of the Notes and a waiver of the payment default that resulted from such acceleration);
(je) subordinate make any Note payable in right currency other than that stated in the Notes;
(f) make any change in the provisions of payment this Indenture relating to waivers of past Defaults or Events of Default or the rights of Holders of Notes to receive payments of principal of or premium, if any, interest or Additional Interest, if any, on the Notes (except as permitted in clause (h) below);
(g) waive a redemption or the Subsidiary Guarantees repurchase payment with respect to any other debt Note;
(h) release any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the Companyterms of this Indenture; or
(ki) other than releases permitted make any change in the preceding amendment, supplement and waiver provisions. Upon the request of the Company, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the indenture (i) release Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Company and the Subsidiary Guarantee Guarantors in the execution of any Subsidiary Guarantor that is a Significant Subsidiary such amended or (ii) release supplemental indenture, unless such amended or supplemental indenture affects the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. The Company mayTrustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any enter into such amended or supplemental indenture. 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holder Holders of each Note affected thereby to such Holder’s address appearing in the Note Register Notes a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effectiveamendment, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture supplement or waiver.
Appears in 1 contract
With Consent of Holders of Notes. (a) Except as provided below in this Section 9.02, the Company Company, any Subsidiary Guarantor and the Trustee may amend or supplement this Indenture and or the Notes with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes); provided, andhowever, subject to Sections 6.04 and 6.07 hereofthat no such modification or amendment may, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the Notes, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent Holder of each Holder, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):outstanding Note affected thereby:
(a1) reduce the principal amount of Notes such outstanding Notes, the consent of whose Holders must is required for any such amendment or supplemental indenture, or the consent to an amendment, supplement of whose Holders is required for any waiver or waivercompliance with certain provisions of this Indenture;
(b2) reduce the stated rate of or change extend the stated time for payment of interest, including defaulted interest, interest on any NotesNote;
(c3) reduce the principal of or change extend the Stated Maturity of any Notes, Note;
(4) reduce the premium payable upon the redemption of any Note pursuant to Article III or change the date on time at which any Notes Note may be subject redeemed pursuant to redemption Article III hereof; it being expressly understood that this does not apply to modifications of Sections 4.11 and 4.15 or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notesprovisions relating thereto;
(d5) make any Note payable in money other than that stated in the Note and this IndentureNote;
(e) impair the right of any Holder to receive payment of principal, premium or interest on that Holder’s Notes on or after the due dates for those payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notes;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i6) waive a Default or Event of Default in the payment of principal of, or interest or premium on, or redemption payment with respect to, the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as of at least a majority in Section 6.02 aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration)) or impair the right of any Holder to receive payment of the principal of, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;
(j7) subordinate in right of payment the Notes or modify the Subsidiary Guarantees in any manner adverse to any other debt the Holders of the CompanyNotes; or
(k8) make any change to or modify the ranking of the Notes that would adversely affect the Holders.
(b) other than releases permitted by the indenture (i) release the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary or (ii) release the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. 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 indenturehereto. If a record date is fixed, the Holders on such record date, or their its 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 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 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled canceled and of no further effect. .
(c) Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 and Section 12.04, the Trustee shall join with the Company and each Subsidiary Guarantor in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.
(d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment (including, without limitation, consents obtained in connection with a purchase of, or waivertender offer or exchange offer for, Notes), but it shall be sufficient if such consent approves the substance thereof. .
(e) After an amendment, supplement or waiver amendment under this Section 9.02 becomes effective, the Company shall mail to the Holder Holders of each Note Notes affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any However, the failure of the Company to mail give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiveramendment.
Appears in 1 contract
Sources: Indenture (Ultra Petroleum Corp)
With Consent of Holders of Notes. Except as provided below in Section 9.01 and this Section 9.02, the Company Company, the Notes Guarantors, the Trustee and the Trustee Collateral Agent (as applicable) may amend or supplement this Indenture and the Note Documents (subject to the terms of the Notes Collateral Documents, in the case of the Notes Collateral Documents) or the Parent Guarantee, and any existing Default or Event of Default or compliance with any provision of the Note Documents or the Parent Guarantee may be waived, in each case, with the consent of the Required Holders of a majority in principal amount of the Notes(including, then outstanding voting as a single class (including without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for for, the Notes). However, and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the Notes, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each HolderHolder affected thereby, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b2) reduce the principal of or change the fixed maturity of any Note or alter the optional provisions with respect to the redemption or repurchase of the Notes (other than provisions under Sections 4.10 and 4.15 or provisions of Section 3.03 relating to minimum notices required for redemption pursuant to Section 3.07);
(3) reduce the rate of or change the time for payment of interest, including defaulted interest, interest on any NotesNote;
(c) reduce the principal of or change the Stated Maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notes;
(d) make any Note payable in money other than that stated in the Note and this Indenture;
(e) impair the right of any Holder to receive payment of principal, premium or interest on that Holder’s Notes on or after the due dates for those payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notes;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i4) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on, or redemption payment with respect to, the Notes (except a rescission of acceleration of the Notes by the Required Holders thereof provided as in Section 6.02 and a waiver of the payment default that resulted from such acceleration);
(j5) subordinate make any Note payable in right currency other than that stated in the Notes;
(6) make any change in the provisions of Section 6.04 or 6.07 hereof (other than as permitted in Section 9.02(7) below);
(7) waive a redemption or repurchase obligation payment with respect to any Note (other than a payment required by Section 4.10 or 4.15);
(8) release (i) any Note Party from all or substantially all of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture; or (ii) all or substantially all of (A) the value of the Parent with respect to Parent’s Obligations owing under the Parent Guarantee (it being understood that any Asset Sale expressly permitted by and consummated by a Notes Guarantor in accordance with the terms and conditions of Section 4.10 and the other Note Documents, and Permitted Dispositions under the Credit Agreement permitted by Section 8.8 thereunder (as in effect as of the date of this Indenture), in each case, shall not be deemed to require such consent requirements described under this sub-clause (8)(i), so long as such disposition or transaction (x) is consummated by an Notes Guarantor or a Note Party, (y) does not otherwise affect or reduce the Obligations owing by Parent (itself) thereunder, and (z) Parent’s “Guaranteed Obligations” (as defined in the Parent Guarantee) shall remain in effect (i.e. as a guarantee of all Obligations) as immediately prior to such disposition or transaction); or (B) the Parent Guarantee or the “Guaranteed Obligations” (as defined in the Parent Guarantee);
(9) amend, change or otherwise modify the definition of “Required Holders”;
(10) make any material change in the provisions set forth in Section 3.07 or Article 11;
(11) amend, waive or otherwise modify the definition of any other provision under this Indenture in a manner that would alter the pro rata treatment, pro rata sharing of payments or the order of payment the Notes or the Subsidiary Guarantees to any other debt of the Companyrequired hereby; or
(k12) other than releases permitted by make any change in the indenture preceding amendment, supplement and waiver provisions. Without the consent of each Holder of Notes then outstanding and adversely affected thereby, no amendment, supplement or waiver may (i) release all or substantially all of the Subsidiary Guarantee Notes Collateral from the Notes Lien of any Subsidiary Guarantor that is a Significant Subsidiary or the applicable Notes Collateral Documents with respect to such Notes, (ii) release subordinate, or have the Subsidiary Guarantees effect of subordinating, all or substantially all of the Obligations to any other Indebtedness, or the all or substantially all of “Guaranteed Obligations” (as defined in the Parent Guaranty) under the Parent Guaranty to any other Indebtedness of the Parent, (iii) subordinate, or have the effect of subordinating, all or substantially all of the Liens securing the Obligations to Liens securing any other Debt, and/or (iv) change the order of application of proceeds from Notes Collateral, including any “default waterfall” or similar provision, under any Note Document; provided that sub-clauses (ii), (iii) and (iv) shall not apply to any debtor-in-possession financing and use of cash collateral in compliance with any Intercreditor Agreement. Upon the request of the Company accompanied by a group resolution of Subsidiary its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.05, the Trustee will join with the Company and the Notes Guarantors that together constitute a Significant Subsidiary. The Company mayin the execution of such amended or supplemental indenture or other Note Document unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any enter into such amended or supplemental indenture. If a record date It 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail will send to the Holder Holders of each Note Notes affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail give such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such Furthermore, no amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure or modification of the Company to mail such notice, Calculation Agent’s rights or any defect therein, shall not, however, in any way impair or affect duties hereunder may be made without the validity prior written consent of any such amended or supplemental indenture or waiverthe Calculation Agent.
Appears in 1 contract
Sources: Indenture (ProFrac Holding Corp.)
With Consent of Holders of Notes. Except as provided below in this Section 9.02otherwise set forth herein, the Company and the Trustee Notes Documents may amend be amended, supplemented or supplement this Indenture and the Notes otherwise modified with the consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes), ) and, subject to Sections 6.04 and 6.07 hereofcertain exceptions, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) default or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) thereof may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes). Without However, without the consent of each HolderHolders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder)::
(a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b) reduce the stated rate of or change extend the stated time for payment of interest, including defaulted interest, interest on any Notessuch Note (other than provisions relating to Change of Control and Asset Dispositions);
(c2) reduce the principal of or change extend the Stated Maturity of any Notes, such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the date on time at which any Notes such Note may be subject to redemption or repurchase (exceptredeemed, in each case as described under paragraphs 5 and 6 of the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notes;
(d4) make any such Note payable in money currency other than that stated in the Note and this Indenturesuch Note;
(e5) impair the right of any Holder to receive institute suit for the enforcement of any payment of principalprincipal of, premium or interest or Additional Amounts, if any, on that such Holder’s Notes on or after the due dates for those payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notestherefor;
(f6) modify make any change in Section 6.04 4.15 that adversely affects the right of any Holder of such Notes in any material respect or 6.07 hereof or this Section;
(g) at amends the terms of such Notes in a way that would result in a loss of an exemption from any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment Taxes described thereunder or an exemption from any obligation to withhold or waiver of compliance with any provision of this Indenture or deduct Taxes so described thereunder unless the Notes or for waiver of any Default applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(i7) release all or substantially all Security Interests granted for the benefit of the Holders in the Collateral (taken as a whole) other than in accordance with the terms of the Security Documents, the Intercreditor Agreement, any applicable Additional Intercreditor Agreement and this Indenture (as applicable); provided that, for the avoidance of doubt and without prejudice Section 4.10 the release of less than all or substantially all Security Interests granted for the benefit of the Holders in the Collateral (taken as a whole) shall only require the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the consent of the Holders of at least a majority in principal amount of the Notes the outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes;
(8) waive a Default in the payment or Event of principal of, interest on, or redemption payment Default with respect toto the nonpayment of principal, the Notes premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders thereof provided as of at least a majority in Section 6.02 principal amount of such Notes and a waiver of the payment default that resulted from such acceleration);
(j9) subordinate release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in right accordance with the terms of payment this Indenture and the Notes or the Subsidiary Guarantees to any other debt of the Company; orIntercreditor Agreement;
(k10) other than releases permitted by reduce the indenture (i) release the Subsidiary Guarantee principal amount of any Subsidiary Guarantor that is a Significant Subsidiary or (ii) release the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to Notes whose holders must consent to any supplemental indentureamendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. If a record date is fixedFor the avoidance of doubt, the Holders on such record dateno amendment to, or their duly designated proxiesdeletion of, and only such Personsor actions taken in compliance with, Article 4 of this Indenture shall be entitled deemed to consent impair or affect any rights of Holders to such supplemental indenturereceive payment of principal of, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of interest or premium, if any, on 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 effectNotes. It shall not be necessary for the The consent of the Holders is not necessary under this Section 9.02 Indenture to approve the particular form of any proposed amendment or waiver, but it shall be of any Notes Document. It is sufficient if such consent approves the substance thereofof the proposed amendment. After an amendment, supplement A consent to any amendment or waiver under this Section 9.02 becomes effective, the Company shall mail to the Indenture by any Holder given in connection with a tender of each Note affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail Notes will not be rendered invalid by such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waivertender.
Appears in 1 contract
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture and the Notes of any Series with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, Notes of each Series affected thereby then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for the NotesNotes of any such Series), and, subject to Sections 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) any Series may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, Notes of each such Series then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without Notes of any such Series).Without the consent of each HolderHolder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes of any Series held by a non-consenting Holder):
(a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b2) reduce the principal of or change the Stated Maturity of any Note;
(3) reduce the rate of or change the time for payment of interest, including defaulted interest, interest on any NotesNote;
(c4) reduce waive a Default or Event of Default in the payment of principal of of, or change interest or premium on the Stated Maturity Notes of any Notes, or change Series (except a rescission of acceleration of the date on which any Notes may be subject to redemption or repurchase (except, of such Series by the Holders of at least a majority in aggregate principal amount of the case then outstanding Notes of repurchases, as would otherwise be permitted under clause (gsuch Series and a waiver of the Payment Default that resulted from such acceleration)), or reduce the redemption or repurchase price for those Notes;
(d5) make any Note of any Series payable in money other than that stated in the Note and this IndentureNotes of such Series;
(e6) impair in the right case of Subordinated Notes of any Holder to receive payment Series, modify any of principal, premium the Subordination Provisions or interest on that Holder’s Notes on or after the due dates for those payments, or to bring suit to enforce that payment on or with respect definition of “Senior Debt” relating to such Holder’s Series in a manner adverse to the holders of such Subordinated Notes;
(f7) modify Section 6.04 or 6.07 hereof or this Section;
make any change in the provisions (gincluding applicable definitions) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount Indenture relating to waivers of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture past Defaults or the rights of Holders of Notes or for waiver of any Default in respect thereof;
(i) waive a Default in the payment Series to receive payments of principal of, or interest onor premium, or if any, on the Notes of such Series;
(8) waive a redemption payment with respect to, the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as in Section 6.02 and a waiver of the payment default that resulted from such acceleration);
(j) subordinate in right of payment the Notes or the Subsidiary Guarantees to any other debt Note of the Companyany Series; or
(k9) other than releases permitted by make any change in the indenture (i) release the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary or (ii) release the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiarypreceding amendment and waiver provisions. 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 supplemental indenture. If a record date is fixed, the Holders of any Series of Notes 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. It shall not be necessary for the consent of the Holders of Notes of any Series under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this section becomes effective, the Company shall mail to the Holders of Notes affected thereby and, if any Bearer Notes affected thereby are outstanding, publish on one occasion in an Authorized Newspaper, a notice briefly describing the amendment, supplement or waiver. Any failure by the Company to mail or publish such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holder of each Note affected thereby to such Holder’s address appearing in the Note Register and, if any Bearer Notes affected thereby are outstanding, publish on one occasion in an Authorized Newspaper, a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.
Appears in 1 contract
With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Company and the Trustee may amend or supplement this Indenture Indenture, the Security Documents and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 6.2, 6.4 and 6.07 6.7 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the Notes, then outstanding voting as a single class Notes (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each HolderHolder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b2) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes;
(c3) reduce the principal of or change or have the Stated Maturity effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption price therefor, other than prior to the Company’s obligation to purchase Notes under provisions relating to the Company’s obligation to make and consummate a Change of Control Offer in the event of a Change of Control or repurchase price for those Notesto make and consummate a Net Proceeds Offer with respect to any Asset Sale or to make and consummate an Event of Loss Offer with respect to any Event of Loss;
(d4) make any Note Notes payable in money other than that stated in the Note and this IndentureNotes;
(e5) impair make any change in provisions of this Indenture protecting the right of any each Holder to receive payment of principal, premium or principal of and interest on that Holder’s Notes such Note on or after the due dates for those payments, date thereof or to bring suit to enforce that payment such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default;
(6) between the date on which a Change of Control, an Asset Sale giving rise to the Company’s obligation to make a Net Proceeds Offer or an Event of Loss giving rise to the Company’s obligation to make an Event of Loss Offer occurs and the date on which the payments are made with respect to such Holder’s Notes;
the related Change of Control Offer, Net Proceeds Offer or Event of Loss Offer, as the case may be, amend, change or modify in any material respect (fA) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the obligation of the Company is obligated to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to Asset Sales that have been consummated or an Event of Loss Offer with respect to Purchase pursuant to Section 4.14 an Event of Loss that has occurred or 4.21 hereof, change (B) any of the time at which such offer to purchase must be made provisions or at which the Notes must be repurchased pursuant definitions with respect thereto;
(h7) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to modify or waiver of compliance with change any provision of this Indenture or the related definitions affecting the ranking of the Notes or for waiver subordination of any Default Guarantee in respect thereofa manner which adversely affects the Holders in any material respect;
(i) waive a Default in the payment of principal of, interest on, or redemption payment with respect to, the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as in Section 6.02 and a waiver of the payment default that resulted from such acceleration);
(j) subordinate in right of payment the Notes or the Subsidiary Guarantees to 8) release any other debt of the Company; or
(k) other than releases permitted by the indenture (i) release the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or
(ii9) release all or substantially all of the Subsidiary Guarantees Collateral from the Liens of the Security Documents otherwise than in accordance with the terms of this Indenture or the Security Documents. Upon the written request of the Company accompanied by a group resolution of Subsidiary Guarantors that together constitute a Significant Subsidiary. The the Board (evidenced by an Officers’ Certificate) authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of an Officers’ Certificate and an Opinion of Counsel, the Trustee shall join with the Company mayin the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any enter into such amended or supplemental indenture. 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. No amendment of, or supplement or waiver to, this Indenture shall adversely affect the rights of the holders of any Guarantor Senior Debt under Article X hereof (including any defined terms as used therein) without the consent of each holder of Guarantor Senior Debt affected thereby. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company shall mail to the Holder Holders of each Note Notes affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver.
Appears in 1 contract
Sources: Indenture (Dole Food Co Inc)
With Consent of Holders of Notes. Except as provided below in this Section 9.02The Issuer, the Company Guarantors and the Trustee may amend or supplement this Indenture and Indenture, the Notes Notes, the Guarantees or the Priority Agreement with the written consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for for, the Notes), and, subject to Sections 6.04 6.7 and 6.07 hereof6.10, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) and its consequences or compliance with any provision of this Indenture Indenture, the Notes, the Guarantees or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) Priority Agreement may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for for, the Notes). Without However, without the consent of each HolderHolder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting HolderHolder of Notes):
(a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b2) reduce the principal of or change the fixed maturity of any Note;
(3) reduce the rate of or change the time for payment of interest, including defaulted interest, interest on any NotesNote;
(c4) reduce the principal of premium or change amount payable upon the Stated Maturity redemption of any Notes, Note or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notes;
(d) make any Note payable in money other than that stated in the Note and this Indenture;
(e) impair the right of any Holder to receive payment of principal, premium or interest on that Holder’s Notes on or after the due dates for those payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notes;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must any Note may be made or at which redeemed as described in Paragraphs 7 and 8 of the Notes must be repurchased pursuant theretoNotes;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i5) waive a Default or Event of Default in the payment of principal of, interest onor interest, premium or redemption payment with respect toAdditional Amounts, if any, on the Notes (except a rescission of acceleration of the such Notes by the Holders thereof provided as of at least a majority in Section 6.02 aggregate principal amount of such Notes and a waiver of the payment default that resulted from such acceleration);
(j6) subordinate make any Note payable in right money other than that stated in the Notes;
(7) make any change in the provisions of payment this Indenture relating to waivers of past Defaults or the rights of Holders of such Notes to receive payments of principal of, interest, premium or Additional Amounts, if any, on such Notes or the Subsidiary Guarantees rights of any Holder to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes or any guarantee in respect thereof;
(8) waive a redemption payment with respect to any other debt Note;
(9) make any change in the provisions of this Indenture described in Section 4.20 hereof that adversely affects the rights of any Holder of such Notes or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the CompanyTaxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the Payor agrees to pay Additional Amounts, if any, in respect thereof; or
(k10) other than releases permitted make any change in the preceding amendment and waiver provisions. Upon the request of the Issuer, accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.5, the Trustee shall join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture (i) release unless such amended or supplemental indenture adversely affects the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary Trustee’s own rights, duties or (ii) release immunities hereunder or otherwise, in which case the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. The Company mayTrustee may in its discretion, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any enter into such amended or supplemental indenture. 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuer shall mail to the Holder Holders of each Note affected thereby to such Holder’s address appearing in the Note Register Notes a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to After an amendment, supplement or waiver under the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 foregoing paragraph becomes effective, the Company shall Issuer shall, in the case of Definitive Notes, mail to the Holders of the Notes a notice briefly describing the amendment, supplement or waiver. However, the failure to give such notice to all Holders describing such amendments. Any failure of the Company to mail such noticeNotes, or any defect therein, shall not, however, will not in any way impair or affect the validity of any such amended or supplemental supplemented indenture or waiver. In addition, for so long as the Notes are admitted to the Global Exchange Market of the Irish Stock Exchange, and the rules of the Global Exchange Market of the Irish Stock Exchange so require, the Issuer will give notice of any amendment, supplement and waiver to the Companies Announcement Office of the Irish Stock Exchange in Dublin.
Appears in 1 contract
Sources: Indenture (Smurfit WestRock PLC)
With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Company Issuers and the Trustee may amend or supplement this Indenture and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 6.2, 6.4 and 6.07 6.7 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the Notes, then outstanding voting as a single class Notes (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each HolderHolder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b2) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes;
(c3) reduce the principal of or change or have the Stated Maturity effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption price therefor, other than provisions relating to the Company’s obligation to make and consummate a Change of Control Offer in the event of a Change of Control or repurchase price for those Notesto make and consummate a Net Proceeds Offer with respect to any Asset Sale;
(d4) make any Note Notes payable in money other than that stated in the Note and this IndentureNotes;
(e5) impair make any change in provisions of this Indenture protecting the right of any each Holder to receive payment of principal, premium or principal of and interest on that Holder’s Notes such Note on or after the due dates for those payments, date thereof or to bring suit to enforce that payment on such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default;
(6) after the Issuers’ obligation to purchase Notes arises hereunder and until such obligation is satisfied, amend, change, or modify in any material respect the obligation of the Issuers to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or, after such Holder’s Notes;
(f) Change of Control has occurred or such Asset Sale has been consummated, modify Section 6.04 any of the provisions or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant definitions with respect thereto;
(h7) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to modify or waiver of compliance with change any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i) waive a Default in related definitions affecting the payment of principal of, interest on, or redemption payment with respect to, the Notes (except a rescission of acceleration ranking of the Notes by or any Guarantee in a manner which adversely affects the Holders thereof provided as in Section 6.02 and a waiver of the payment default that resulted from such acceleration);
(j) subordinate in right of payment the Notes or the Subsidiary Guarantees to any other debt of the CompanyHolders; or
(k) other than releases permitted by the indenture (i) 8) release the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture. Upon the written request of the Issuers accompanied by a resolution of the Board of Directors (iievidenced by an Officers’ Certificate) release authorizing the Subsidiary Guarantees execution of a group any such amended or supplemental indenture, and upon the filing with the Trustee of Subsidiary Guarantors that together constitute a Significant Subsidiary. The Company mayevidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of an Officers’ Certificate and an Opinion of Counsel, the Trustee shall join with the Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any enter into such amended or supplemental indenture. 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company Issuers shall mail to the Holder Holders of each Note Notes affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver.
Appears in 1 contract
Sources: Indenture (Nb Finance Corp)
With Consent of Holders of Notes. (a) Except as provided below in this Section 9.0212.02, the Company Company, any Subsidiary Guarantor, the Trustee and the Trustee Collateral Agent may amend or supplement this Indenture Indenture, the Notes, the Security Documents and the Notes Intercreditor Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, the PIK Interest Notes, then outstanding if any) voting as a single class (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes); provided, andhowever, subject to Sections 6.04 and 6.07 hereofthat no such modification or amendment may, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of the Holder of each Holderoutstanding Note affected thereby (including, without limitation, PIK Interest Notes, if any) may be waived with voting as a single class:
(1) reduce the consent of the Holders of a majority percentage in principal amount of the such outstanding Notes, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each Holder, an whose Holders is required for any such amendment or supplemental indenture, or the consent of whose Holders is required for any waiver under or compliance with certain provisions of this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):Indenture;
(a2) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b) reduce the stated rate of or change the stated time for payment of interest, including defaulted interest, interest on any NotesNote;
(c3) reduce the principal of or change the Stated Maturity of any Notes, Note;
(4) reduce the premium payable upon the redemption of any Note or change the date on time at which any Notes Note may be subject redeemed pursuant to redemption Section 3.07 and Section 3.08 hereof; other than modifications of Sections 7.26 and 7.30 or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notesprovisions relating thereto;
(d5) make any Note payable in money other than that stated in the Note and this IndentureNote;
(e) impair the right of any Holder to receive payment of principal, premium or interest on that Holder’s Notes on or after the due dates for those payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notes;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i6) waive a Default or Event of Default in the payment of principal of, or interest or premium on, or redemption payment with respect to, the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as of at least a majority in Section 6.02 aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration)) or impair the right of any Holder to receive payment of the principal of, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;
(j7) subordinate in right of payment the Notes or modify the Subsidiary Guarantees in any manner adverse to any other debt the Holders of the CompanyNotes;
(8) release all or substantially all of the collateral subject to the Liens created by the Security Documents (except with respect to releases permitted under this Indenture)
(9) adversely affect the right of Holders to convert the Notes other than as provided in this Indenture; or
(k10) other than releases permitted by make any change to or modify the indenture ranking of the Notes that would adversely affect the Holders.
(ib) release the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary or (ii) release the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. 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 indenturehereto. If a record date is fixed, the Holders on such record date, or their its 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 provided, however that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 120 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled canceled and of no further effect. .
(c) Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amendment, supplement or waiver, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee or the Collateral Agent, as applicable, of the documents described in Section 12.06 and Section 16.04, the Trustee or the Collateral Agent shall join with the Company and each Subsidiary Guarantor in the execution of such amendment, supplement or waiver unless such amendment, supplement or waiver directly affects the Trustee’s or the Collateral Agent’s own rights, duties, protections, indemnities or immunities under this Indenture or otherwise, in which case the Trustee and the Collateral Agent may in its discretion, but shall not be obligated to, enter into such amendment, supplement or waiver.
(d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 12.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. .
(e) After an amendment, supplement or waiver under this Section 9.02 12.02 becomes effective, the Company shall mail deliver to the Holder Holders of each Note affected thereby to such Holder’s address appearing in the Note Register Notes a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail deliver such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effectiveamendment, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture supplement or waiver.
Appears in 1 contract
Sources: Indenture (Goodrich Petroleum Corp)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the The Company and the Trustee may amend or supplement this Indenture and Indenture, the Notes Notes, any Security Document or any amended or supplemental indenture with the written consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 6.7 and 6.07 hereof6.10, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) and its consequences or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without However, without the consent of each HolderHolder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting HolderHolder of Notes):
(a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b2) reduce the stated rate of or change extend the stated time for payment of interest, including defaulted interest, interest on any Notessuch Note;
(c3) reduce the principal of or change extend the Stated Maturity of any Notes, or change such Note;
(4) reduce the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce premium payable upon the redemption or repurchase price for those of any such Note or change the time at which any such Note may be redeemed or repurchased as described under paragraph 8 of the Initial Notes or paragraph 7 of the Exchange Notes, Section 4.14 or Section 4.19 hereof or any similar provision;
(d5) make any such Note payable in money other than that stated in the Note and this Indenturesuch Note;
(e6) impair the right of any Holder of such Note to receive payment of principalprincipal of, premium or interest premium, if any, interest, Additional Amounts, if any, and Liquidated Damages, if any, on that such Holder’s 's Notes on or after the due dates for those payments, therefor or to bring institute suit to enforce that for the enforcement of any payment on or with respect to such Holder’s 's Notes;
(f7) modify Section 6.04 make any change in the amendment provisions which require each Holder's consent or 6.07 hereof or this Sectionin the waiver provisions;
(g) at 8) make any time after change in the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision provisions of this Indenture or described under Section 4.20 hereof that adversely affects the rights of any Holder of the Notes or for waiver amends the terms of such Notes in a way that would result in a loss of an exemption from any Default of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the Company agrees to pay Additional Amounts, if any, in respect thereof;
(i) waive a Default in the payment of principal of, interest on, or redemption payment with respect to, the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as in Section 6.02 and a waiver of the payment default that resulted from such acceleration);
(j) subordinate in right of payment the Notes or the Subsidiary Guarantees to any other debt of the Company; or
(k9) other than releases directly or indirectly release the Pledges except as permitted by the indenture (i) release Security Documents. Upon the Subsidiary Guarantee request of the Company, accompanied by a Board Resolution authorizing the execution of any Subsidiary Guarantor that is a Significant Subsidiary such amended or (ii) release supplemental indenture, and upon the Subsidiary Guarantees filing with the Trustee of a group evidence satisfactory to the Trustee of Subsidiary Guarantors that together constitute a Significant Subsidiary. The the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6, the Trustee shall join with the Company mayin the execution of such amended or supplemental indenture unless such amended or supplemental indenture adversely affects the Trustee's own rights, duties or immunities hereunder or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any enter into such amended or supplemental indenture. 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holder Holders of each Note affected thereby to such Holder’s address appearing in the Note Register Notes a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.
Appears in 1 contract
Sources: Indenture (Preem Holdings Ab Publ)
With Consent of Holders of Notes. (a) Except as provided below in this Section 9.0212.02, the Company Company, any Subsidiary Guarantor, the Trustee and the Trustee Collateral Agent may amend or supplement this Indenture Indenture, the Notes, the Security Documents and the Notes Intercreditor Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, the PIK Interest Notes, then outstanding if any; provided that no consent of the Holders of the PIK Interest Notes shall be required for any amendment to Article Four) voting as a single class (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes); provided, andhowever, subject to Sections 6.04 and 6.07 hereofthat no such modification or amendment may, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of the Holder of each Holderoutstanding Note affected thereby (including, without limitation, PIK Interest Notes, if any) may be waived with voting as a single class:
(1) reduce the consent of the Holders of a majority percentage in principal amount of the such outstanding Notes, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each Holder, an whose Holders is required for any such amendment or supplemental indenture, or the consent of whose Holders is required for any waiver under or compliance with certain provisions of this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):Indenture;
(a2) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b) reduce the stated rate of or change the stated time for payment of interest, including defaulted interest, interest on any NotesNote;
(c3) reduce the principal of or change the Stated Maturity of any Notes, Note;
(4) reduce the premium payable upon the redemption of any Note or change the date on time at which any Notes Note may be subject redeemed pursuant to redemption Section 3.07 and Section 3.08 hereof; other than modifications of Sections 7.26 and 7.30 or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notesprovisions relating thereto;
(d5) make any Note payable in money other than that stated in the Note and this IndentureNote;
(e) impair the right of any Holder to receive payment of principal, premium or interest on that Holder’s Notes on or after the due dates for those payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notes;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i6) waive a Default or Event of Default in the payment of principal of, or interest or premium on, or redemption payment with respect to, the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as of at least a majority in Section 6.02 aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration)) or impair the right of any Holder to receive payment of the principal of, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;
(j7) subordinate in right of payment the Notes or modify the Subsidiary Guarantees in any manner adverse to any other debt the Holders of the CompanyNotes;
(8) release all or substantially all of the collateral subject to the Liens created by the Security Documents (except with respect to releases permitted under this Indenture)
(9) adversely affect the right of Holders to convert the Notes other than as provided in this Indenture; or
(k10) other than releases permitted by make any change to or modify the indenture ranking of the Notes that would adversely affect the Holders.
(ib) release the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary or (ii) release the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. 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 indenturehereto. If a record date is fixed, the Holders on such record date, or their its 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 provided, however that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 120 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled canceled and of no further effect. .
(c) Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amendment, supplement or waiver, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee or the Collateral Agent, as applicable, of the documents described in Section 12.06 and Section 16.04, the Trustee or the Collateral Agent shall join with the Company and each Subsidiary Guarantor in the execution of such amendment, supplement or waiver unless such amendment, supplement or waiver directly affects the Trustee’s or the Collateral Agent’s own rights, duties, indemnities or immunities under this Indenture or otherwise, in which case the Trustee and the Collateral Agent may in its discretion, but shall not be obligated to, enter into such amendment, supplement or waiver.
(d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 10.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. .
(e) After an amendment, supplement or waiver under this Section 9.02 12.02 becomes effective, the Company shall mail deliver to the Holder Holders of each Note affected thereby to such Holder’s address appearing in the Note Register Notes a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail deliver such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effectiveamendment, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture supplement or waiver.
Appears in 1 contract
Sources: Indenture (Goodrich Petroleum Corp)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture and the Notes of any Series with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, Notes of each Series affected thereby then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for the NotesNotes of any such Series), and, subject to Sections 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) any Series may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, Notes of each such Series then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for the NotesNotes of any such Series). Without the consent of each HolderHolder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes of any Series held by a non-consenting Holder):
(a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b2) reduce the principal of or change the Stated Maturity of any Note;
(3) reduce the rate of or change the time for payment of interest, including defaulted interest, interest on any NotesNote;
(c4) reduce waive a Default or Event of Default in the payment of principal of of, or change interest or premium on the Stated Maturity Notes of any Notes, or change Series (except a rescission of acceleration of the date on which any Notes may be subject to redemption or repurchase (except, of such Series by the Holders of at least a majority in aggregate principal amount of the case then outstanding Notes of repurchases, as would otherwise be permitted under clause (gsuch Series and a waiver of the Payment Default that resulted from such acceleration)), or reduce the redemption or repurchase price for those Notes;
(d5) make any Note of any Series payable in money other than that stated in the Note and this IndentureNotes of such Series;
(e6) impair in the right case of Subordinated Notes of any Holder to receive payment Series, modify any of principal, premium the Subordination Provisions or interest on that Holder’s Notes on or after the due dates for those payments, or to bring suit to enforce that payment on or with respect definition of “Senior Debt” relating to such Holder’s Series in a manner adverse to the holders of such Subordinated Notes;
(f7) modify Section 6.04 or 6.07 hereof or this Section;
make any change in the provisions (gincluding applicable definitions) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount Indenture relating to waivers of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture past Defaults or the rights of Holders of Notes or for waiver of any Default in respect thereof;
(i) waive a Default in the payment Series to receive payments of principal of, or interest onor premium, if any, on the Notes of such Series;
(8) waive a redemption or redemption repurchase payment with respect to, to any Note of any Series;
(9) make any change in the Notes (except a rescission of acceleration ranking of the Notes by of any Series in a manner adverse to the Holders thereof provided as in Section 6.02 and a waiver of the payment default that resulted from Notes of such acceleration);
(j) subordinate in right of payment the Notes or the Subsidiary Guarantees to any other debt of the CompanySeries; or
(k10) other than releases permitted by make any change in the indenture (i) release the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary or (ii) release the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiarypreceding amendment and waiver provisions. 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 supplemental indenture. If a record date is fixed, the Holders of any Series of Notes 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. It shall not be necessary for the consent of the Holders of Notes of any Series under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this section becomes effective, the Company shall mail to the Holders of Notes affected thereby and, if any Bearer Notes affected thereby are outstanding, publish on one occasion in an Authorized Newspaper, a notice briefly describing the amendment, supplement or waiver. Any failure by the Company to mail or publish such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holder of each Note affected thereby to such Holder’s address appearing in the Note Register and, if any Bearer Notes affected thereby are outstanding, publish on one occasion in an Authorized Newspaper, a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.
Appears in 1 contract
With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Company Company, the Trustee and the Trustee Guarantors, if any, may amend or supplement this Indenture and or the Notes with the consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 6.2, 6.4 and 6.07 hereof6.7, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or Indenture, the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the Notes, then outstanding voting as a single class Notes (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each HolderHolder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b2) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes;
(c3) reduce the principal of or change or have the Stated Maturity effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption price therefor, other than prior to the Company’s obligation to purchase notes under provisions relating to the Company’s obligation to make and consummate a Change of Control Offer in the event of a Change of Control or repurchase price for those Notesto make and consummate a Net Proceeds Offer with respect to any Asset Sale;
(d4) make any Note Notes payable in money other than that stated in the Note and this IndentureNotes;
(e5) impair make any change in provisions of this Indenture protecting the right of any each Holder to receive payment of principal, premium or principal of and interest on that Holder’s Notes such Note on or after the due dates for those payments, date thereof or to bring suit to enforce that such payment on or with respect to such Holder’s Notes;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i) waive a Default in the payment of principal of, interest on, or redemption payment with respect to, the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as of at least a majority in Section 6.02 aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration), or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default;
(j6) subordinate after the Company’s obligation to purchase Notes arises thereunder, amend, change or modify in right any material respect the obligation of payment the Notes Company to make and consummate a Change of Control Offer in the event of a Change of Control or the Subsidiary Guarantees make and consummate a Net Proceeds Offer with respect to any other debt Asset Sale that has been consummated or, after such Change of Control has occurred or such Asset Sale has been consummated, modify any of the Companyprovisions or definitions with respect thereto; or
(k7) other than releases permitted by modify or change any provision of this Indenture or the indenture related definitions affecting the ranking of the Notes or any Guarantees in a manner materially adverse to the Holders of the Notes; or
(i) 8) release the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture. Upon the written request of the Company accompanied by a resolution of the Board (iievidenced by an Officers’ Certificate) release authorizing the Subsidiary Guarantees execution of a group any such amended or supplemental indenture, and upon the filing with the Trustee of Subsidiary Guarantors that together constitute a Significant Subsidiary. The evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.2, the Trustee shall join with the Company mayin the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any enter into such amended or supplemental indenture. 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company shall mail to the Holder Holders of each Note Notes affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.
Appears in 1 contract
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company The Issuer and the Trustee may amend or supplement this Indenture and Indenture, the Notes or any amended or supplemental indenture with the written consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including without limitation consents obtained in connection with a purchase of of, or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 6.7 and 6.07 hereof6.10, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) and its consequences or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including without limitation consents obtained in connection with a purchase of of, or tender offer or exchange offer for the Notes). Without However, without the consent of each HolderHolder of an outstanding Note adversely affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting HolderHolder of Notes):
(a1) reduce the percentage of principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b2) reduce the stated rate of or change extend the stated time for payment of interest, including defaulted interest, interest on any Notessuch Note;
(c3) reduce the principal of or change extend the Stated Maturity of any Notessuch Note;
(4) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed as described under Section 3.1;
(5) reduce the premium payable upon the repurchase of any Note, change the time at which any Note may be repurchased, or change any of the date on which any associated definitions related to the provisions of Section 4.11 once the obligation to repurchase the Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Noteshas arisen;
(d6) make any such Note payable in money other than that stated in the Note and this Indenturesuch Note;
(e7) impair the right of any Holder to receive payment of principalpremium, premium or if any, principal of and interest on that Holdersuch ▇▇▇▇▇▇’s Notes on or after the due dates for those payments, therefor or to bring institute suit to enforce that for the enforcement of any payment on or with respect to such Holder’s Notes;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at 8) make any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i) waive a Default in the payment of principal of, interest on, amendment provisions which require each Holder’s consent or redemption payment with respect to, in the Notes (except a rescission of acceleration of the Notes by the Holders thereof provided as in Section 6.02 and a waiver of the payment default that resulted from such acceleration);
(j) subordinate in right of payment the Notes or the Subsidiary Guarantees to any other debt of the Companyprovisions; or
(k) other than releases permitted by the indenture (i9) release the Subsidiary Company from its Note Guarantee (other than in accordance with the terms of any Subsidiary Guarantor that is a Significant Subsidiary or (ii) release the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. 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 supplemental indenture. 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 effectthis Indenture). It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holder of each Note affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.
Appears in 1 contract
With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Company Issuers and the Trustee may amend or supplement this Indenture and the Notes may be amended or supplemented, in each case, with the consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 6.2, 6.4 and 6.07 hereof6.7, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the Notes, then outstanding voting as a single class Notes (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each HolderHolder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(a1) reduce the principal amount of Notes at maturity whose Holders must consent to an amendment, supplement or waiver;
(b2) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes;
(c3) reduce the principal of or change or have the Stated Maturity effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notestherefor;
(d4) make any Note Notes payable in money other than that stated in the Note and this IndentureNotes;
(e5) impair make any change in provisions of this Indenture protecting the right of any each Holder to receive payment of principal, premium or principal of and interest on that such Holder’s Note or Notes on or after the due dates for those payments, date thereof or to bring suit to enforce that payment on such payment, or with respect permitting Holders of a majority in principal amount of Notes to such Holder’s Noteswaive Defaults or Events of Default;
(f6) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated Issuers’ obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuers to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate an Event of Loss Offer to Purchase pursuant to Section 4.14 or 4.21 hereofNet Proceeds Offer after an Event of Loss Trigger Date or a Net Proceeds Offer Trigger Date, change respectively, or, after such Change of Control, Event of Loss or Asset Sale has occurred, modify any of the time at which such offer to purchase must be made provisions or at which the Notes must be repurchased pursuant definitions with respect thereto;
(h7) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to modify or waiver of compliance with change any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i) waive a Default in related definitions affecting the payment of principal of, interest on, or redemption payment with respect to, the Notes (except a rescission of acceleration ranking of the Notes by or any Guarantee in a manner which adversely affects the Holders thereof provided as in Section 6.02 and a waiver of the payment default that resulted from such acceleration);
(j) subordinate in right of payment the Notes or the Subsidiary Guarantees to any other debt of the CompanyHolders; or
(k) other than releases permitted by the indenture (i) 8) release the Subsidiary Guarantee of ▇▇▇▇▇▇ Publishing or any Subsidiary Guarantor that is a Significant Subsidiary of ▇▇▇▇▇▇ Publishing from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture. Upon the written request of the Issuers accompanied by a resolution of the Board of Directors (iievidenced by an Officers’ Certificate) release authorizing the Subsidiary Guarantees execution of a group any such amended or supplemental indenture, and upon the filing with the Trustee of Subsidiary Guarantors that together constitute a Significant Subsidiary. The Company mayevidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of an Officers’ Certificate and an Opinion of Counsel, the Trustee shall join with the Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental Indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any enter into such amended or supplemental indenture. 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company Issuers shall mail to the Holder Holders of each Note Notes affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver.
Appears in 1 contract
With Consent of Holders of Notes. Except as provided below in this Section 9.02The Issuer, the Company Guarantors and the Trustee may amend or supplement this Indenture and Indenture, the Notes or the Guarantees with the written consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class of each series affected by such amendment or supplement (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for for, the Notes), and, subject to Sections 6.04 and 6.07 hereofSection 6.7, any existing Default or Default, an Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) its consequences or compliance with any provision of this Indenture Indenture, the Notes or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, Notes then outstanding voting as a single class of each series affected by such waiver (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for for, the Notes). Without However, unless consented to by Holders of at least 90% of the aggregate principal amount of the then outstanding Notes of each affected series (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), without the consent of each HolderHolder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):Holder of the Notes) with respect to such affected series:
(a1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b2) reduce the principal of or change the fixed maturity of any Note;
(3) reduce the rate of or change the time for payment of interest, including defaulted interest, interest on any NotesNote;
(c4) reduce the principal of premium or change amount payable upon the Stated Maturity redemption of any Notes, Note or change the date on which any Notes may be subject to redemption or repurchase (except, in the case of repurchases, as would otherwise be permitted under clause (g)), or reduce the redemption or repurchase price for those Notes;
(d) make any Note payable in money other than that stated in the Note and this Indenture;
(e) impair the right of any Holder to receive payment of principal, premium or interest on that Holder’s Notes on or after the due dates for those payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notes;
(f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must any Note may be made or at which redeemed as described in Paragraphs 7 and 8 of the Notes must be repurchased pursuant theretorelevant series of Notes;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(i5) waive a Default or Event of Default in the payment of principal of, interest onor interest, premium or redemption payment with respect toAdditional Amounts, if any, on the Notes (except a rescission of acceleration of the such Notes by the Holders thereof provided as of at least a majority in Section 6.02 aggregate principal amount of such Notes and a waiver of the payment default that resulted from such acceleration);
(j6) subordinate make any Note payable in right money other than that stated in the Notes;
(7) make any change in the provisions of this Indenture relating to the rights of any Holder to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes or any guarantee in respect thereof;
(8) waive a redemption payment with respect to any Note (other than a payment required by Section 4.19 hereof);
(9) make any change in the provisions of this Indenture described in Section 4.20 hereof and Paragraph 2 of the Notes that adversely affects the rights of any Holder of such Notes or amends the Subsidiary Guarantees to terms of such Notes in a way that would result in a loss of an exemption from any other debt of the CompanyTaxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the Payor agrees to pay Additional Amounts, if any, in respect thereof; or
(k10) other than releases permitted make any change in the preceding amendment and waiver provisions. Upon the request of the Issuer, accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.5, the Trustee shall join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture (i) release unless such amended or supplemental indenture adversely affects the Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary Trustee’s own rights, duties or (ii) release immunities hereunder or otherwise, in which case the Subsidiary Guarantees of a group of Subsidiary Guarantors that together constitute a Significant Subsidiary. The Company mayTrustee may in its discretion, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any enter into such amended or supplemental indenture. 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. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuer shall mail to the Holder Holders of Notes of each Note affected thereby to such Holder’s address appearing in the Note Register series a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to After an amendment, supplement or waiver under the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 foregoing paragraph becomes effective, the Company shall Issuer shall, in the case of Definitive Notes, mail to the Holders of the Notes of each affected series a notice briefly describing the amendment, supplement or waiver. However, the failure to give such notice to all Holders describing such amendments. Any failure of the Company to mail such noticeNotes of each affected series, or any defect therein, shall not, however, will not in any way impair or affect the validity of any such amended or supplemental supplemented indenture or waiver. In addition, for so long as the Notes of any affected series are admitted to the Global Exchange Market of Euronext Dublin, and the rules of the Global Exchange Market of Euronext Dublin so require, the Issuer will give notice of any amendment, supplement and waiver to the Companies Announcement Office of Euronext Dublin. Any amendment, supplement or waiver pursuant to Section 9.1 or this Section 9.2 which modifies the rights of the Holders of Notes of any series with respect to any covenant or other provision shall be deemed not to affect the rights under the Indenture of the Holders of Notes of any other series.
Appears in 1 contract
Sources: Indenture (Smurfit Westrock PLC)