With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection (b) of this Section 8.02, this Indenture, the Notes or the Note Guarantees may be amended with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of Notes issued under this Indenture, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder): (1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3) reduce the rate of or change the time for payment of interest on any such Notes; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any such Note payable in currency other than that stated in such Note; (6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes; (7) 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 with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or (9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes. (c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.
Appears in 3 contracts
Sources: Indenture (Crown Holdings, Inc.), Indenture (Crown Holdings, Inc.), Indenture (Crown Holdings Inc)
With Consent of Noteholders. Subject to Section 8.7 hereof, the Company and the Trustee may amend or supplement this Indenture or the Securities with the written consent (a) Except to the extent provided including consents obtained in Section 8.01 and subsection (bconnection with any tender offer or exchange offer for Securities) of this Section 8.02, this Indenture, the Notes or the Note Guarantees may be amended with the consent of the Holders Noteholders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), Securities. Subject to Sections 8.4 and any existing Default or compliance with any provision of this Indenture8.7 hereof, the Notes or the Note Guarantees may be waived with the consent Noteholders of the Holders of at least a majority in principal amount of the Securities then outstanding Notes voting as a single class may also by their written consent (including, without limitation, including consents obtained in connection with a purchase of, any tender offer or exchange offer for Notes).
(bSecurities) Notwithstanding subsection (a) waive any existing Default as provided in Section 8.4 or waive compliance in a particular instance by the Company with any provision of this Section 8.02Indenture or the Securities. However, without the consent of each Holder of Notes issued Noteholder affected, an amendment, supplement or waiver under this Indenture, an amendment or waiver Section may not (with respect to any Note Securities held by a non-consenting Holdernonconsenting Noteholder):
(1a) reduce the principal amount of Notes issued under this Indenture Securities whose Holders Noteholders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders;
(3b) reduce the rate of or change the time for payment of interest on any such NotesSecurity;
(4c) waive a Default or Event of Default in reduce the payment of principal of or premium, if any, or interest on change the fixed maturity of any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration)Security;
(5d) make any such Note Security payable in currency money other than that stated in such Notethe Security;
(6e) make any change to the provisions of in Section 8.4, 8.7 or 11.2 hereof (this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notessentence);
(7f) after waive a default in the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation payment of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Designated Event that has occurredPayment or the principal of, includingor interest on, without limitation, any Security (other than as provided in each case, by amending, changing or modifying any of the definitions relating theretoSection 8.4);
(8) release Parent, Crown or g) waive a redemption payment payable on any other Guarantor Security;
(h) make any change that is a Significant Subsidiary from any adversely affects the right of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with Noteholders to convert Securities into Common Stock of the terms of this IndentureCompany; or
(9i) modify make any change in Articles V or change any provision of this Indenture affecting VI hereof that adversely affects the ranking interests of the Notes or Note Guarantees in Noteholders. To secure a manner adverse to consent of the Holders of Notes.
(c) It Noteholders under this Section 11.2, it shall not be necessary for the consent of the Holders of Notes under this Section 8.02 Noteholders 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.
. An amendment under this Section may not make any change that adversely affects the rights under Article VI of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (dor any group or representative thereof authorized to give a consent) consent to such change. After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer Company shall send mail to the Holders affected thereby Noteholders a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amendment or waiver.
Appears in 3 contracts
Sources: Indenture (Coeur D Alene Mines Corp), Indenture (Coeur D Alene Mines Corp), Indenture (Coeur D Alene Mines Corp)
With Consent of Noteholders. (a) Except The Company, when authorized by a board resolution, and the Trustee may enter into one or more supplemental indentures to the extent provided in Section 8.01 and subsection (b) of amend this Section 8.02, this Indenture, Indenture or the Notes or the Note Guarantees may be amended with the written consent of the Holders of at least a majority of the principal amount of the then outstanding Notes. The Holders of a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or may waive compliance by the Company with any provision of this Indenture, Indenture or the Notes or without prior notice to any other Noteholder. Notwithstanding the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes).
(b) Notwithstanding subsection (a) of this Section 8.02preceding paragraph, without the consent of each Holder of Notes issued under this IndentureNoteholder affected, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):not:
(1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement amendment or waiver;
(2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders;
(3) reduce the rate of or change the time for payment of interest interest, including default interest, on any such NotesNote;
(3) reduce the principal of or change the Stated Maturity of any Note or alter the provisions with respect to redemption;
(4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(5) make any such Note payable in currency other than that stated in such the Note;
(5) make any change in this Section 8.02;
(6) make any change to in this Indenture that adversely affects the ranking of the Notes or any Note Guarantee;
(7) make any change in provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments payment of principal of or and interest and Additional Amounts, if any, on the NotesNotes or permitting Holders of a majority in principal amount of Notes to waive Defaults;
(7) 8) after the Issuer’s obligation has arisen to purchase Notes arises hereundermake a Change of Control Offer or a Net Proceeds Offer, amend, change or modify in any material respect the obligation of the Issuer Company to make and consummate a complete such Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto;make and complete such Net Proceeds Offer; or
(8) 9) release ParentMosaic, Crown Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC or any other Guarantor that is a Significant Subsidiary of the Company, Mosaic, Mosaic Fertilizer, LLC or Mosaic Crop Nutrition, LLC from any of its obligations under its Note Guarantee or this Indenture otherwise other than in accordance with the terms of this Indenture; or
(9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse pursuant to the Holders provisions of Notes.
(c) Section 10.05. It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.
(d) . After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.Section
Appears in 3 contracts
Sources: Supplemental Indenture, Supplemental Indenture, Supplemental Indenture
With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection (b) of this Section 8.02, this Indenture, the Notes or the any Note Guarantees Guarantee may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for for, Notes), and any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes or the any Note Guarantees Guarantee may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for for, Notes).
(b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of Notes issued under this Indentureaffected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):
(1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the Maturity Date of any Notes, or alter in a manner adverse to the Holders of the Notes the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, than the provisions of Section Sections 4.08 and 4.09 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders;
(3) reduce the rate of or change the time for payment of interest on any such Notes;
(4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(5) make any such Note payable in currency other than that stated in such Note;
(6) make modify any change to of the provisions of this in the Indenture relating to regarding the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the NotesDefaults;
(7) amend the contractual right expressly set forth in the Indenture or any Note of any Holder to institute suit for the enforcement of any payment of principal of, premium, if any, or interest on such Note on or after the Issuer’s obligation to purchase Notes arises hereunder, amend, change stated maturity or modify in Redemption Date of any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating theretosuch Note;
(8) release Parent, Crown the Issuer or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or
(9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of NotesHolders.
(c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.
(d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.
Appears in 2 contracts
Sources: Indenture (Mueller Water Products, Inc.), Indenture (Mueller Water Products, Inc.)
With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection subsections (b) and (c) of this Section 8.02, this Indenture, the Notes or the any Note Guarantees Guarantee may be amended with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the any Note Guarantees Guarantee may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes).
(b) Notwithstanding subsection (a) of this Except as provided in Section 8.028.02(a), without the consent of each Holder of Notes issued under this IndentureIndenture affected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):
(1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, than (i) notice periods with respect to redemptions and (ii) except as set forth in clause (7) below8) of this Section 8.02(b), the provisions of Section Sections 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holdersand 4.09;
(3) reduce the rate of or change the time for payment of interest on any such Notes;
(4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(5) make any such Note payable in currency other than that stated in such Note;
(6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the NotesDefaults;
(7) impair the right of any Holder to receive payment of principal of, premium, if any, and interest on such Holder’s Notes on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;
(8) after the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation obligations of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto;
(8) 9) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or
(910) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes.
(c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.
(d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.
Appears in 2 contracts
Sources: Indenture (Vail Resorts Inc), Indenture (Vail Resorts Inc)
With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection subsections (b) and (c) of this Section 8.02, this Indenture, the Notes or the any Note Guarantees Guarantee may be amended with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the any Note Guarantees Guarantee may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes).
(b) Notwithstanding subsection (a) of this Except as provided in Section 8.028.02(a), without the consent of each Holder of Notes issued under this IndentureIndenture affected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):
(1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below8) of this Section 8.02(b), the provisions of Section Sections 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holdersand 4.09;
(3) reduce the rate of or change the time for payment of interest on any such Notes;
(4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(5) make any such Note payable in currency other than that stated in such Note;
(6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the NotesDefaults;
(7) impair the right of any Holder to receive payment of principal of, premium, if any, and interest on such Holder’s Notes on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;
(8) after the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation obligations of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto;
(8) 9) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or
(910) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes.
(c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.
(d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.
Appears in 2 contracts
Sources: Indenture (Brinks Co), Indenture (Vail Resorts Inc)
With Consent of Noteholders. (a) Except Solely with respect to the extent Notes, Section 10.2 of the Original Indenture shall be amended and restated in its entirety by inserting the following in lieu thereof: “Except as provided in Section 8.01 and subsection (b) of this Section 8.02, this Indenture9.02, the Indenture and the Notes or the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any past default or compliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the Notes voting as a single class then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for for, Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes).
(b) Notwithstanding subsection (a) of this Section 8.02. However, without the consent of each affected Holder of Notes issued under this Indenturean outstanding Note, an amendment no amendment, supplement or waiver may not (with respect to any Note held by a non-consenting Holder):may, among other things:
(1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount stated rate of interest or change extend the Maturity Date stated time for payment of interest on any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such HoldersNote;
(3) reduce the rate principal of or change extend the time for payment Stated Maturity of interest on any such NotesNote;
(4) waive a Default or Event of Default in the payment of principal of or of, premium, if any, or interest on any such the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration);
(5) make reduce the premium payable upon the redemption or repurchase of any such Note payable or change the time at which any Note may be redeemed or repurchased as described under Sections 3.01, 4.07 or 4.08 hereof whether through an amendment or waiver of provisions in currency other than that stated in such Notethe covenants, definitions or otherwise (except amendments to the definition of “Change of Control”);
(6) make any change to Note payable in money other than that stated in the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the NotesNote;
(7) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the Issuer’s obligation due dates therefor or to purchase Notes arises hereunder, amend, change institute suit for the enforcement of any payment on or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto;
(8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenturesuch Holder’s Notes; or
(9) modify 8) make any change in the amendment or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes.
(c) waiver provisions which require each affected Holder’s consent. It shall not be necessary for the consent of the Holders of Notes Noteholders under this Section 8.02 the Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it . It shall be sufficient if such consent approves the substance thereof.
(d) of the proposed amendment or supplement. A consent to any amendment, supplement or waiver under the Indenture by any Holder given in connection with a tender of such ▇▇▇▇▇▇’s Notes will not be rendered invalid by such tender. After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 the Indenture becomes effective, the Issuer Company shall send be required to give to the Holders affected thereby a notice briefly describing such amendment, supplement or waiver. Notwithstanding the foregoing, 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. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared Any Notes held by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure Company or an Affiliate of the Issuer Company shall be disregarded (from both the numerator and the denominator) for purposes of determining whether the holders of the requisite aggregate principal amount of the outstanding Notes have consented to send such noticeor voted for a modification, amendment or any defect therein, shall not, however, in any way impair or affect waiver of the validity terms of any such amendment, supplement or waiverthe Indenture.
Appears in 2 contracts
Sources: Fifth Supplemental Indenture (Covanta Holding Corp), Fourth Supplemental Indenture (Covanta Holding Corp)
With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection (b) of this Section 8.02, this Indenture, the Notes or the Note Guarantees may be amended with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes).
(b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of Notes issued under this IndentureIndenture affected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):
(1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiverwaiver or make any change to this Section 8.02(b);
(2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 or 4.12 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders;
(3) reduce the rate of or change the time for payment of interest on any such Notes;
(4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(5) make any such Note payable in currency other than that stated in such Note;
(6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or and interest and Additional Amounts, if any, on the NotesNotes or otherwise impair the right to institute suit for the enforcement of any payment on or with respect to the Notes or the Note Guarantees;
(7) after the Issuer’s Issuers’ obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer Issuers to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurredoccurred or make and consummate an Asset Sale Offer with respect to any Asset Sale that has been consummated, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto;
(8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or
(9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes.
(c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.
(d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer Issuers shall send mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer Issuers to send mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.
Appears in 2 contracts
Sources: Indenture (Crown Holdings Inc), Indenture (Crown Holdings Inc)
With Consent of Noteholders. (a) Except Solely with respect to the extent Notes, Section 10.2 of the Original Indenture shall be amended and restated in its entirety by inserting the following in lieu thereof: “Except as provided in Section 8.01 and subsection (b) of this Section 8.02, this Indenture9.02, the Indenture and the Notes or the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any past default or compliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the Notes voting as a single class then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for for, Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes).
(b) Notwithstanding subsection (a) of this Section 8.02. However, without the consent of each affected Holder of Notes issued under this Indenturean outstanding Note, an amendment no amendment, supplement or waiver may not (with respect to any Note held by a non-consenting Holder):may, among other things:
(1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount stated rate of interest or change extend the Maturity Date stated time for payment of interest on any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such HoldersNote;
(3) reduce the rate principal of or change extend the time for payment Stated Maturity of interest on any such NotesNote;
(4) waive a Default or Event of Default in the payment of principal of or of, premium, if any, or interest on any such the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration);
(5) make reduce the premium payable upon the redemption or repurchase of any such Note payable or change the time at which any Note may be redeemed or repurchased as described under Sections 3.01, 4.07 or 4.08 hereof whether through an amendment or waiver of provisions in currency other than that stated in such Notethe covenants, definitions or otherwise (except amendments to the definition of “Change of Control”, and waivers permitted as described under Section 4.07(e));
(6) make any change to Note payable in money other than that stated in the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the NotesNote;
(7) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the Issuer’s obligation due dates therefor or to purchase Notes arises hereunder, amend, change institute suit for the enforcement of any payment on or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto;
(8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenturesuch Holder’s Notes; or
(9) modify 8) make any change in the amendment or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes.
(c) waiver provisions which require each affected Holder’s consent. It shall not be necessary for the consent of the Holders of Notes Noteholders under this Section 8.02 the Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it . It shall be sufficient if such consent approves the substance thereof.
(d) of the proposed amendment or supplement. A consent to any amendment, supplement or waiver under the Indenture by any Holder given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tender. After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 the Indenture becomes effective, the Issuer Company shall send be required to give to the Holders affected thereby a notice briefly describing such amendment, supplement or waiver. Notwithstanding the foregoing, 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. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared Any Notes held by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure Company or an Affiliate of the Issuer Company shall be disregarded (from both the numerator and the denominator) for purposes of determining whether the holders of the requisite aggregate principal amount of the outstanding Notes have consented to send such noticeor voted for a modification, amendment or any defect therein, shall not, however, in any way impair or affect waiver of the validity terms of any such amendment, supplement or waiverthe Indenture.
Appears in 2 contracts
Sources: Seventh Supplemental Indenture (Covanta Holding Corp), Sixth Supplemental Indenture (Covanta Holding Corp)
With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection (b) of this Section 8.02, this Indenture, the Notes or the Note Guarantees may be amended with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes).
(b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of Notes issued under this IndentureIndenture affected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):
(1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders;
(3) reduce the rate of or change the time for payment of interest on any such Notes;
(4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(5) make any such Note payable in currency other than that stated in such Note;
(6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes;
(7) 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 with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto;
(8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or
(9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes.
(c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.
(d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.
Appears in 2 contracts
Sources: Indenture (Crown Holdings, Inc.), Indenture (Crown Holdings Inc)
With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection (b) of this Section 8.02, this Indenture, the Notes or the any Note Guarantees Guarantee may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for for, Notes), and any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes or the any Note Guarantees Guarantee may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for for, Notes).
(b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of Notes issued under this Indentureaffected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):
(1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the Maturity Date of any Notes, or alter in a manner adverse to the Holders of the Notes the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, than the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders;
(3) reduce the rate of or change the time for payment of interest on any such Notes;
(4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(5) make any such Note payable in currency other than that stated in such Note;
(6) make modify any change to of the provisions of this in the Indenture relating to regarding the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the NotesDefaults;
(7) amend the contractual right expressly set forth in the Indenture or any Note of any Holder to institute suit for the enforcement of any payment of principal of, premium, if any, or interest on such Note on or after the Issuer’s obligation to purchase Notes arises hereunder, amend, change stated maturity or modify in Redemption Date of any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating theretosuch Note;
(8) release Parent, Crown the Issuer or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or
(9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of NotesHolders.
(c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.
(d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.
Appears in 1 contract
With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 Modifications and subsection (b) amendments of this Section 8.02, this IndentureIndenture may be made by the Company, the Notes or Guarantors and the Note Guarantees may be amended Trustee with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class of each series (including, without limitation, including consents obtained in connection with a purchase of, tender offer or exchange offer for any series of Notes); provided, and any existing Default however, that no such modification or compliance with any provision of amendment to this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes).
(b) Notwithstanding subsection (a) of this Section 8.02Indenture may, without the consent of each the Holder of Notes issued under this Indenture, an amendment or waiver may not (with respect to any each Note held by a non-consenting Holder):affected thereby:
(1) reduce change the maturity of the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiverany such Note;
(2) reduce the principal amount of (or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of premium on) any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such HoldersNote;
(3) reduce the rate of or change extend the time for payment of interest on any such NotesNote;
(4) waive a reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed as described in Article Three of this Indenture and paragraph 5 of the Note;
(5) change the currency of payment of principal of (or premium on) or interest on any such Note;
(6) impair the right of the Holders of Notes to receive payment of principal of 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 any such Note;
(7) 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 or Event of Default in respect thereof;
(8) waive a default in the payment of principal of or premiumof, if anyinterest on, or interest on any such redemption payment with respect to, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority thereof as provided in aggregate principal amount of the then outstanding Notes this Indenture and a waiver of the payment default that resulted from such acceleration);
(59) make cause the Notes or the Guarantees to become subordinate in right of payment to any such Note payable in currency other than that stated in such NoteIndebtedness;
(610) make any change following an event or circumstance which may give rise to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes;
(7) after the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer requirement to make and consummate a Change of Control Offer with respect or Net Proceeds Offer, modify the provisions of any covenant (or the related definitions) in this Indenture requiring the Company to make a Change of Control Repurchase Event that has occurred, including, without limitation, Offer or Net Proceeds Offer in each case, by amending, changing or modifying any a manner materially adverse to the Holders of the definitions relating theretoNotes affected thereby;
(8) 11) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or
(912) modify make any change in the amendment or change any provision waiver provisions of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes.
(c) Indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.
(d) . After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer Company shall send mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer Company to send mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. Upon the written request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Noteholders as aforesaid and upon receipt by the Trustee of the documents described in Section 8.06 hereof, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture, in which case the Trustee may, but shall not be obligated to, enter into such supplemental indenture.
Appears in 1 contract
Sources: Indenture (General Cable Corp /De/)
With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection subsections (b) and (c) of this Section 8.02, this Indenture, the Notes Notes, any Note Guarantee or the Note Guarantees Notes Security Documents may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for for, Notes), and any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes Notes, any Note Guarantee or the Note Guarantees Notes Security Documents may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for for, Notes).
(b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of Notes issued under this Indentureaffected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):
(1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, than the provisions of Section Sections 4.07 and 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders;
(3) reduce the rate of or change the time for payment of interest on any such Notes;
(4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default Payment Default that resulted from such acceleration);
(5) make any such Note payable in currency other than that stated in such Note;
(6) make modify any change to of the provisions of in this Indenture relating to regarding the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the NotesDefaults;
(7) amend the contractual right expressly set forth in this Indenture or any Note of any Holder to institute suit for the enforcement of any payment of principal of, premium, if any, or interest on such Note on or after the Issuer’s obligation to purchase Notes arises hereunder, amend, change Stated Maturity or modify in Redemption Date of any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating theretosuch Note;
(8) release Parent, Crown the Issuer or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or
(9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of NotesHolders.
(c) In addition, without the consent of the Holders of at least 66⅔% in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), no amendment, supplement or waiver may (1) have the effect of releasing all or substantially all of the Collateral from the Liens created pursuant to the Notes Security Documents (except as permitted by the terms of this Indenture or the Notes Security Documents) or changing or altering the priority of the security interests of the Holders in the Collateral under the Intercreditor Agreements, (2) make any change in the Notes Security Documents or the provisions in this Indenture dealing with the application of proceeds of the Collateral that would adversely affect the Holders in any material respect or (3) modify the Notes Security Documents or the provisions of this Indenture dealing with Collateral in any manner adverse to the Holders in any material respect other than in accordance with the terms of this Indenture or the Notes Security Documents; provided that (x) if any such amendment, supplement or waiver will only affect one series of Notes (or less than all series of the Notes) then outstanding under this Indenture, then only the consent of the Holders of at least 66⅔% in aggregate principal amount of the Notes of such series then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, such series of the Notes) shall be required.
(d) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.
(de) No amendment of, or supplement or waiver to, this Indenture, the Notes, any Note Guarantee or the Notes Security Documents shall be permitted to be effected if such amendment, supplement or waiver is in violation of or inconsistent with the terms of the Intercreditor Agreements. No amendment of, or supplement or waiver to the Intercreditor Agreements shall be permitted to be effected without the consent of the Collateral Agent, the ABL Collateral Agent and any other Fixed Asset Representative then party thereto, other than pursuant to the terms thereof.
(f) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.
Appears in 1 contract
With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 Modifications and subsection (b) amendments of this Section 8.02, this Indenture, the Notes or the Note Guarantees Indenture may be amended made by the Company and the Trustee with the consent of the Holders of at least a majority in aggregate principal amount at maturity of the then outstanding Notes voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, tender offer or exchange offer for the Notes); provided, and any existing Default however, that no such modification or compliance with any provision of amendment to this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes).
(b) Notwithstanding subsection (a) of this Section 8.02Indenture may, without the consent of each the Holder of Notes issued under this Indenture, an amendment or waiver may not (with respect to any each Note held by a non-consenting Holder):affected thereby:
(1) reduce change the principal amount maturity of Notes issued under the Accreted Value of or any installment of interest on any such Note or alter the optional redemption or repurchase provisions of any such Note or this Indenture whose in a manner adverse to the Holders must consent to an amendment, supplement or waiverof the Notes;
(2) reduce the principal amount Accreted Value of (or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of premium on) any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such HoldersNote;
(3) reduce the rate of or change extend the time for payment of interest on any such NotesNote;
(4) waive reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed as described in Article Three of this Indenture and paragraph 5 of the Note;
(5) change the currency of payment of Accreted Value of (or premium on) or interest on any such Note;
(6) modify the ranking or priority of any such Note (provided that neither the existence or lack of a security interest nor the priority thereof shall be deemed to affect the ranking or priority of any note);
(7) impair the right of the Holders of Notes to receive payment of Accreted Value of 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 any such Note;
(8) 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 or Event of Default in respect thereof;
(9) waive a default in the payment of principal of or premiumof, if anyinterest on, or interest on any such redemption payment with respect to, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority thereof as provided in aggregate principal amount of the then outstanding Notes this Indenture and a waiver of the payment default that resulted from such acceleration);
(510) make any such Note payable in currency other than that stated in such Note;
(6) make any change to following the provisions consummation of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes;
(7) 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 with respect or the date the Company is required to make a Net Proceeds Offer, modify the provisions of any covenant (or the related definitions) in this Indenture requiring the Company to make the relevant Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing Offer or modifying any of the definitions relating thereto;
(8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or
(9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees Net Proceeds Offer in a manner materially adverse to the Holders of Notes.Notes affected thereby;
(c11) make any change in the amendment or waiver provisions of this Indenture;
(12) change the method of calculation of Accreted Value. It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.
(d) . After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer Company shall send mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer Company to send mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. Upon the written request of the Company accompanied by a board resolution authorizing the execution of any such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Noteholders as aforesaid and upon receipt by the Trustee of the documents described in Section 8.06 hereof, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture, in which case the Trustee may, but shall not be obligated to, enter into such supplemental indenture.
Appears in 1 contract
With Consent of Noteholders. (a) Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture or the Notes with the written consent of the Noteholders of not less than a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes) and subject to Section 6.04 and 6.07 any existing Default or Event of Default and its consequences (other than a Default or Event of Default in the extent provided in Section 8.01 and subsection (bpayment of principal premium, if any, or interest, if any, on the Notes except a payment default resulting from an acceleration of the Notes that has been rescinded) or compliance with any provision of this Section 8.02, this Indenture, Indenture or the Notes or the Note Guarantees may be amended waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes).
(b) Notwithstanding subsection (a) of this Section 8.02. However, without the consent of each Holder of Notes issued Noteholder affected, an amendment, supplement or waiver under this Indenture, an amendment or waiver Section 9.02 may not (with respect to any Note Notes held by a non-consenting Holder):
(1i) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver;
(2ii) reduce the stated rate of or extend the stated time for payment of any interest on any Note;
(iii) reduce the principal amount of or change extend the Stated Maturity Date of any Notes, Note or alter the redemption provisions (including without limitation Sections 3.07, 3.09, 4.11 and 4.14 hereof) with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holdersthereto;
(3iv) reduce the rate premium payable upon the redemption or repurchase of any Note or change the time for payment of interest on at which any such NotesNote may be redeemed in accordance with Section 3.07;
(4v) make any Note payable in money other than that stated in the Note;
(vi) make any change in Section 6.04 or 6.07 hereof or in this Section 9.02(a);
(vii) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on interest, if any, on, or redemption payment with respect to, any such Notes or Note (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(5) make any such Note payable in currency other than that stated in such Note;
(6ix) make any change to in the amendment provisions of this Indenture relating to which require each Holder's consent or in the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes;
(7) 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 with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto;
(8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indentureprovisions; or
(9x) modify or change release any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of NotesSubsidiary Guarantor from its Subsidiary Guaranty, except as provided herein.
(c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.
(d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.
Appears in 1 contract
With Consent of Noteholders. (a) Except to the extent as otherwise provided in Section 8.01 and subsection (b) of this Section 8.02, this Indentureherein, the Notes or Company and the Note Guarantees Fiscal Agent may be amended with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes).
(b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of Notes issued under this Indenture, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):
(1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendmentamend, supplement or waiver;
(2) reduce the principal amount of modify this Agreement or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3i) Business Days with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders;
(3) reduce the rate of or change the time for payment of interest on any such Notes;
(4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Outstanding Notes and or (ii) upon the adoption of a waiver resolution, at meetings of the payment default that resulted from such acceleration);
(5) make any such Note payable in currency other than that stated in such Note;
(6) make any change Noteholders held pursuant to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes;
(7) 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 with respect to a Change of Control Repurchase Event that has occurred, including, without limitationArticle IX at which, in each case, a quorum is present, by amending, changing or modifying any the Holders of not less than a majority in principal amount of the definitions relating thereto;Outstanding Notes. In addition, the Holders of a majority in aggregate principal amount of the Outstanding Notes may waive compliance by the Company with any provision of this Agreement or the Notes, either by written consent or by affirmative vote at meetings of Noteholders as described above. Without the written consent or affirmative vote of each Noteholder affected, no amendment, supplement, modification or waiver under this Section may:
(8) release Parenti) change the Maturity Date of, Crown or the dates for payment of interest on, any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this IndentureNote; or
(9ii) reduce the Make-Whole Amount with respect to, principal amount of, or interest rate on, any Note; or
(iii) change the place or currency or payment of principal of, interest on, or Make-Whole Amount with respect to, any Note; or
(iv) change the Company's obligations under Section 4.2 hereof; or
(v) reduce the percentage in principal amount of Notes the consent of whose Noteholders is required to amend, supplement or modify this Agreement or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in to make, take or give any request, demand, authorization, direction, notice, consent, waiver (including waiver of future compliance or past failure to perform) or other action provided thereby to be made, taken or given; or
(vi) reduce the percentage of aggregate principal amount of Outstanding Notes that constitutes the quorum at any meeting of Noteholders at which a manner adverse to the Holders of Notesresolution is adopted.
(cb) It shall not be necessary for the consent of the Holders of Notes Noteholders under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. The Company may establish, by delivery of an Officer's Certificate to the Fiscal Agent, a record date for determining Noteholders of record entitled to give any consent or waiver.
(dc) After an amendment, amendment or supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer Fiscal Agent shall send mail to the Holders affected thereby Noteholders a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on Company briefly describing the Issuer’s behalf and at the Issuer’s sole expenseamendment or supplement. Any failure of the Issuer Fiscal Agent to send mail each such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiversupplemental agreement.
Appears in 1 contract
With Consent of Noteholders. (a) Except to the extent provided in The provisions of Section 8.01 and subsection (b) 9.02 of this First Supplemental Indenture shall supersede and replace the provisions of Section 8.02, this Indenture9.02 of the Original Indenture for purposes of the Notes. Except as provided below, the Notes Company and the Trustee may amend the Indenture or the Note Guarantees may be amended Notes with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding Notes voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for for, the Notes), and without notice to any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the other Noteholder. The Holders of at least a majority in principal amount of the Notes then outstanding may waive compliance by the Company with any provision of the Notes voting as a single class or of the Indenture relating to such Notes (includingother than any Default or Event of Default in payment of any amount of interest, principal, premium, if any, or additional interest on the Notes) without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes).
(b) Notwithstanding subsection (a) of this Section 8.02, without notice to any Noteholders. Without the consent of each Holder Noteholder affected, however, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04 of Notes issued under this the Original Indenture, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):not:
(1a) reduce the principal amount of Notes issued under this Indenture whose Holders Noteholders must consent to an amendment, amendment or supplement or waiver;
(2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders;
(3b) reduce the rate of or change the time for payment of interest interest, including defaulted interest, on any such Note;
(c) make any change that impairs or adversely affect the right of a Holder to convert any Notes;
(4d) reduce the principal of or extend the Maturity Date of any Note or alter or waive any of the provisions with respect to the redemption of the Notes;
(e) make any Note payable in money other than that stated in such Note;
(f) make any change in Section 6.02 or this Section 9.02 of this First Supplemental Indenture or Sections 6.04 or 6.07 of the Original Indenture;
(g) adversely modify the ranking or priority of the Notes; or
(h) waive a Default or Event of Default in the payment of interest on, principal of or of, premium, if any, or additional interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(5) make any such Note payable in currency other than that stated in such Note;
(6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes;
(7) 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 with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto;
(8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or
(9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes.
(c) . It shall not be necessary for the consent of the Holders of Notes Noteholders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.
(d) . After an amendment, supplement or waiver amendment under Section 8.01 or this Section 8.02 9.02 becomes effective, the Issuer Company shall send provide to the Holders affected thereby Noteholders a notice briefly describing the such amendment, supplement or waiver. The Issuer may elect in its sole discretion failure to have the Trustee mail give such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such noticeall Noteholders, or any defect therein, shall not, however, in any way not impair or affect the validity of an amendment under this Section 9.02. The right of any such amendmentHolder to participate in any consent required or sought pursuant to any provision of the Indenture, supplement and the obligation of the Company to obtain any consent otherwise required from that Holder, may be subject to the requirement that the Holder shall have been the Holder of record of Notes with respect to which the consent is required or waiversought as of a date identified by the Trustee in a notice furnished to Holders in accordance with the Indenture. For the avoidance of doubt, other than Sections 9.01 and 9.02 of the Original Indenture (which sections are superseded in their entirety by Sections 9.01 and 9.02 of this First Supplemental Indenture), the provisions of Article Nine of the Original Indenture shall apply to the Notes.
Appears in 1 contract
Sources: First Supplemental Indenture and Security Agreement (Coeur D Alene Mines Corp)
With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection subsections (b) and (c) of this Section 8.02, this Indenture, the Notes Notes, any Note Guarantee or the Note Guarantees First Lien Notes Security Documents may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for for, Notes), and any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes Notes, any Note Guarantee or the Note Guarantees First Lien Notes Security Documents may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for for, Notes).
(b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of Notes issued under this Indentureaffected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):
(1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, than the provisions of Section Sections 4.07 and 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders;
(3) reduce the rate of or change the time for payment of interest on any such NotesNotes (or extend the grace period for the payment of interest under Section 6.01(1));
(4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default Payment Default that resulted from such acceleration);
(5) make any such Note payable in currency other than that stated in such Note;
(6) make modify any change to of the provisions of in this Indenture relating to regarding the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the NotesDefaults;
(7) amend the contractual right expressly set forth in this Indenture or any Note of any Holder to institute suit for the enforcement of any payment of principal of, premium, if any, or interest on such Note on or after the Issuer’s obligation to purchase Notes arises hereunder, amend, change Stated Maturity or modify in Redemption Date of any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating theretosuch Note;
(8) release Parent, Crown the Issuer or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or
(9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of NotesHolders.
(c) In addition, without the consent of the Holders of at least 80% in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), no amendment, supplement or waiver may (1) have the effect of releasing all or substantially all of the Collateral from the Liens created pursuant to the First Lien Notes Security Documents (except as permitted by the terms of this Indenture or the First Lien Notes Security Documents) or changing or altering the priority of the security interests of the Holders in the Collateral under the First Lien and Third Lien Intercreditor Agreement, (2) make any change in the First Lien Notes Security Documents or the provisions in this Indenture dealing with the application of proceeds of the Collateral that would adversely affect the Holders in any material respect (3) modify the First Lien Notes Security Documents or the provisions of this Indenture dealing with Collateral in any manner adverse to the Holders in any material respect other than in accordance with the terms of this Indenture or the First Lien Notes Security Documents or (4) permit the incurrence of more than $25.0 million of Additional Notes (including by amending the covenants under Sections 4.09 and 4.13); provided that (x) if any such amendment, supplement or waiver will only affect one series of Notes (or less than all series of the Notes) then outstanding under this Indenture, then only the consent of the Holders of at least 80% in aggregate principal amount of the Notes of such series then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, such series of the Notes) shall be required.
(d) Neither the Issuer nor any Affiliate of the Issuer shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement. Notwithstanding the foregoing, with respect to any payment of consideration for, or as an inducement to, any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes in connection with an exchange offer, the Issuer and any Affiliate of the Issuer may exclude (i) any Holder or Beneficial Owner that is a U.S. Person, but is not a QIB and (ii) any Holder or Beneficial Owner of Notes in any jurisdiction (other than the United States) where the inclusion of such Holders or Beneficial Owners would require the Issuer or any such Affiliate of the Issuer to comply with the registration requirements or other similar requirements under any securities laws of such jurisdiction or the solicitation of such consent, waiver or amendment from, or the granting of such consent or waiver, or the approval of such amendment by, Holders or Beneficial Owners in such jurisdiction would be unlawful, in each case as determined by the Issuer in its sole discretion.
(e) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.
(df) No amendment of, or supplement or waiver to, this Indenture, the Notes, any Note Guarantee or the First Lien Notes Security Documents shall be permitted to be effected if such amendment, supplement or waiver is in violation of or inconsistent with the terms of the First and Third Lien Intercreditor Agreement. No amendment of, or supplement or waiver to the First Lien and Third Lien Intercreditor Agreement shall be permitted to be effected without the consent of the Collateral Agent, the ABL Collateral Agent and any other Fixed Asset Representative then party thereto, other than pursuant to the terms thereof.
(g) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.
Appears in 1 contract
With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection subsections (b) of and (c) and this Section 8.02, this Indenture, the Notes or Notes, the Note Guarantees or any provision of any Security Document (except as provided therein) or the Proceeds Sharing Agreement (except as provided therein) affecting the Holders may be amended with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or Notes, the Note Guarantees or any provision of the Security Documents or the Proceeds Sharing Agreement affecting the Holders may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes).
(b) Notwithstanding subsection (a) of this Section 8.02, except as provided in subsection (c) of this Section 8.02, without the consent of each Holder of Notes issued under this IndentureIndenture affected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):
(1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiverwaiver or make any change to this Section 8.02(b);
(2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 or 4.12 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders;
(3) reduce the rate of or change the time for payment of interest on any such Notes;
(4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration)) in accordance with the provisions of Article Six;
(5) make any such Note payable in currency other than that stated in such Note;
(6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or of, and interest and Additional Amounts, if any, on the Notes or otherwise impair the right to institute suit for the enforcement of any payment on or with respect to the Notes, the Note Guarantees or the Security Documents;
(7) after the Issuer’s Company's obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer Company to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurredoccurred or make and consummate an Asset Sale Offer with respect to any Asset Sale that has been consummated, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto;
(8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or
(9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes.
(c) Notwithstanding the foregoing, (i) in addition to the release of Collateral expressly permitted by this Indenture and the Security Documents, Collateral may be released under this Indenture and the Security Documents with the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding and (ii) if both (a) a Default or Event of Default shall have occurred and be continuing with respect to the Notes and (b) there shall have been commenced and be continuing with respect to the Company either (x) an amicable settlement (reglement amiable) proceeding under Article L611-3 of the French Commercial Code, (y) an ad hoc mandate (Mandat Ad Hoc) or (z) a bankruptcy proceeding (Redressement Judiciaire) under Article L620-1 et seq. of the French Commercial Code, then, subject to applicable United States securities laws including, without limitation, the TIA, the provisions of this Indenture and all of the Notes and Note Guarantees described in clauses (1) through (9) of Section 8.02(b) may be amended and/or all or any portion of such Notes may be exchanged for other securities of the Company, in each case, with the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding; provided that each such amendment, waiver or exchange, as the case may be, shall apply equally to all Notes issued under this Indenture unless otherwise consented to by the Holder of each Note to which such amendment, waiver or exchange shall not so apply.
(d) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.
(de) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer Company shall send mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer Company to send mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.
Appears in 1 contract
Sources: Indenture (Crown Holdings Inc)
With Consent of Noteholders. (a) Except The Issuers, when authorized by a board resolution, and the Trustee and, if the amendment relates to any Collateral Agreement, the extent provided in Section 8.01 and subsection (b) of this Section 8.02, Collateral Agent may enter into one or more supplemental indentures to amend this Indenture, the Notes or the Note Guarantees may be amended Collateral Agreement with the written consent of the Holders of at least a majority 66⅔% (or with respect to the release of all or substantially all of the Collateral otherwise than in accordance with the terms of this Indenture and the Collateral Agreements, 75%) of the aggregate principal amount of the then outstanding Notes. Subject to Section 6.04, the Holders of at least 66⅔% (or with respect to the release of all or substantially all of the Collateral otherwise than in accordance with the terms of the Indenture and the Collateral Agreements, 75%) of the aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or may waive compliance by the Company with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, Collateral Agreement without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes)prior notice to any other Noteholder.
(b) Notwithstanding subsection (a) of this Section 8.02the preceding paragraph, without the consent of each Holder of Notes issued under this IndentureNoteholder affected, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):not:
(1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement amendment or waiver;
(2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders;
(3) reduce the rate of or change the time for payment of interest interest, including default interest, on any such NotesNote;
(3) reduce the principal of or change the Stated Maturity of any Note or alter the provisions with respect to redemption;
(4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(5) make any such Note payable in currency other than that stated in such the Note;
(5) make any change in this Section 8.02;
(6) make any change to the provisions of in this Indenture relating to adversely affect the waiver ranking in right of past Defaults or the rights of Holders payment of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notesany Guarantee;
(7) make any change in Section 6.04 or 6.08;
(8) impair or affect the right of any holder of Notes to receive payment of principal of and interest on the Notes on or after the Issuer’s due dates therefor or to institute suit for payment for the enforcement of any such payment on or after the due dates therefor, or make any changes in the provisions of the Indenture permitting holders of at least 66⅔% (or, with respect to the release of all or substantially all of the Collateral otherwise than in accordance with the Indenture or the Collateral Agreements, 75%) of the aggregate principal amount of the outstanding Notes to waive any past Default and its consequences;
(9) after the obligation has arisen to purchase Notes arises hereundermake a Change of Control Offer, amend, change or modify in any material respect the obligation of the Issuer Company to make and consummate a complete such Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto;
(8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this IndentureControl; or
(910) modify or change release any provision Guarantor from its Guarantee other than pursuant to the provisions of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of NotesIndenture.
(c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.
(d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer Company shall send mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer Company to send mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.
(e) Upon the written request of the Company accompanied by a board resolution authorizing the execution of any such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Noteholders as aforesaid and upon receipt by the Trustee of the documents described in Section 8.06, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture, in which case the Trustee may, but shall not be obligated to, enter into such supplemental indenture.
Appears in 1 contract
With Consent of Noteholders. (a) Except as provided below in this Section 9.02, the Company and the Notes Trustee may amend or supplement this Indenture or the Notes with the written consent of the Noteholders of not less than a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes) and subject to Section 6.04 and 6.07 any existing Default or Event of Default and its consequences (other than a Default or Event of Default in the extent provided in Section 8.01 and subsection (bpayment of principal premium, if any, or interest, if any, on the Notes except a payment default resulting from an acceleration of the Notes that has been rescinded) or compliance with any provision of this Section 8.02, this Indenture, Indenture or the Notes or the Note Guarantees may be amended waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes).
(b) Notwithstanding subsection (a) of this Section 8.02. However, without the consent of each Holder of Notes issued Noteholder affected, an amendment, supplement or waiver under this Indenture, an amendment or waiver Section 9.02 may not (with respect to any Note Notes held by a non-consenting Holder):
(1i) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver;
(2ii) reduce the stated rate of or extend the stated time for payment of any interest on any Note;
(iii) reduce the principal amount of or change extend the Stated Maturity Date of any Notes, Note or alter the redemption provisions (including without limitation Sections 3.07, 3.09, 4.11 and 4.14 hereof) with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holdersthereto;
(3iv) reduce the rate premium payable upon the redemption or repurchase of any Note or change the time for payment of interest on at which any such NotesNote may be redeemed in accordance with Section 3.07;
(4v) make any Note payable in money other than that stated in the Note;
(vi) make any change in Section 6.04 or 6.07 hereof or in this Section 9.02(a);
(vii) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on interest, if any, on, or redemption payment with respect to, any such Notes or Note (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(5viii) make impair the right of any Holder to receive payment of principal of and interest on such Note payable in currency other than that stated in 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 NoteHolder's Notes;
(6ix) make any change to in the amendment provisions of this Indenture relating to which require each Holder's consent or in the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes;
(7) 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 with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto;
(8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indentureprovisions; or
(9b) modify Upon the request of the Company and the Subsidiary Guarantors accompanied by Board Resolutions of their respective Boards of Directors authorizing the execution of any such supplemental indenture, and upon the filing with the Notes Trustee of evidence satisfactory to the Notes Trustee of the consent of the Noteholders as aforesaid, and upon receipt by the Notes Trustee of the documents described in Section 7.02, Section 9.06 and Section 12.04 hereof, the Notes Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such supplemental indenture unless such supplemental indenture affects the Notes Trustee's own rights, duties or change any provision of immunities under this Indenture affecting the ranking of or otherwise, in which case the Notes or Note Guarantees Trustee may in a manner adverse to the Holders of Notesits discretion, but shall not be obligated to, enter into such supplemental indenture.
(c) It shall not be necessary for the consent of the Holders of Notes Noteholders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.
(d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 9.02 becomes effective, the Issuer Company shall send mail to the Holders affected thereby all Noteholders a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer Company to send mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.
Appears in 1 contract
Sources: Indenture (Bluegreen Corp)
With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection clause (b) of this Section 8.02, this Indenture, the Notes or the any Note Guarantees Guarantee may be amended with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the any Note Guarantees Guarantee may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes).
(b) Notwithstanding subsection clause (a) of this Section 8.02, without the consent of each Holder of Notes issued under this IndentureIndenture affected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):
(1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) belowof this Section 8.02, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders;
(3) reduce the rate of or change the time for payment of interest on any such Notes;
(4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(5) make any such Note payable in currency other than that stated in such Note;
(6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes;
(7) after the Issuer’s obligation to make an offer to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation obligations of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto;
(8) release Parent, Crown the Issuer or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or
(9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes.
(c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.
(d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.
Appears in 1 contract
Sources: Indenture (Wesco International Inc)
With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection subsections (b) and (c) of this Section 8.02, this Indenture, the Notes or the any Note Guarantees Guarantee may be amended with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the any Note Guarantees Guarantee may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes).
(b) Notwithstanding subsection (a) of this Except as provided in Section 8.028.02(a), without the consent of each Holder of Notes issued under this IndentureIndenture affected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):
(1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) belowof this Section 8.02(b), the provisions of Section Sections 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holdersand 4.09;
(3) reduce the rate of or change the time for payment of interest on any such Notes;
(4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(5) make any such Note payable in currency other than that stated in such Note;
(6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes;
(7) after the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation obligations of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto;
(8) release Parent, Crown the Issuer or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or
(9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes.
(c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.
(d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.
Appears in 1 contract
With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection (b) of this Section 8.02, this Indenture, the Notes or the Note Guarantees may be amended with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes).
(b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of Notes issued under this IndentureIndenture affected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):
(1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiverwaiver or make any change to this Section 8.02(b);
(2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders;
(3) reduce the rate of or change the time for payment of interest on any such Notes;
(4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(5) make any such Note payable in currency other than that stated in such Note;
(6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or and interest and Additional Amounts, if any, on the NotesNotes or otherwise impair the right to institute suit for the enforcement of any payment on or with respect to the Notes or the Note Guarantees;
(7) after the Issuer’s Issuers’ obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer Issuers to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto;
(8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or
(9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes.
(c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.
(d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer Issuers shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer Issuers to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.
Appears in 1 contract
Sources: Indenture (Crown Holdings Inc)
With Consent of Noteholders. (a) Except Solely with respect to the extent Notes, Section 10.2 of the Original Indenture shall be amended and restated in its entirety by inserting the following in lieu thereof: “Except as provided in Section 8.01 and subsection (b) of this Section 8.02, this Indenture9.02, the Indenture and the Notes or the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any past default or compliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the Notes voting as a single class then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for for, Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes).
(b) Notwithstanding subsection (a) of this Section 8.02. However, without the consent of each Holder of Notes issued under this Indenturean outstanding Note affected, an amendment no amendment, supplement or waiver may not (with respect to any Note held by a non-consenting Holder):may, among other things:
(1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount stated rate of interest or change extend the Maturity Date stated time for payment of interest on any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such HoldersNote;
(3) reduce the rate principal of or change extend the time for payment Stated Maturity of interest on any such NotesNote;
(4) waive a Default or Event of Default in the payment of principal of or of, premium, if any, or interest on any such the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration);
(5) make reduce the premium payable upon the redemption or repurchase of any such Note payable or change the time at which any Note may be redeemed or repurchased as described under Sections 3.01, 4.07 or 4.08 hereof whether through an amendment or waiver of provisions in currency other than that stated in such Notethe covenants, definitions or otherwise (except amendments to the definition of “Change of Control”);
(6) make any change to Note payable in money other than that stated in the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the NotesNote;
(7) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the Issuer’s obligation due dates therefor or to purchase Notes arises hereunder, amend, change institute suit for the enforcement of any payment on or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto;
(8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenturesuch Holder’s Notes; or
(9) modify 8) make any change in the amendment or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes.
(c) waiver provisions which require each Holder’s consent. It shall not be necessary for the consent of the Holders of Notes Noteholders under this Section 8.02 the Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it . It shall be sufficient if such consent approves the substance thereof.
(d) of the proposed amendment or supplement. A consent to any amendment, supplement or waiver under the Indenture by any Holder given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tender. After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 the Indenture becomes effective, the Issuer Company shall send be required to give to the Holders affected thereby a notice briefly describing such amendment, supplement or waiver. Notwithstanding the foregoing, 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. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared Any Notes held by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure Company or an Affiliate of the Issuer Company shall be disregarded (from both the numerator and the denominator) for purposes of determining whether the holders of the requisite aggregate principal amount of the outstanding Notes have consented to send such noticeor voted for a modification, amendment or any defect therein, shall not, however, in any way impair or affect waiver of the validity terms of any such amendment, supplement or waiverthe Indenture.
Appears in 1 contract
Sources: Third Supplemental Indenture (Covanta Holding Corp)
With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection subsections (b) and (c) of this Section 8.02, this Indenture, the Notes of a series or the any Note Guarantees Guarantee of a series may be amended or supplemented with the consent of the Holders of at least a majority in ag- gregate principal amount of the then outstanding Notes of such series voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender of- fer or exchange offer for Notes of such series), and any existing Default or compliance with any provision of this Indenture, the Notes of a series or any Note Guarantee of a series may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes of such series voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision Notes of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notessuch series).
(b) Notwithstanding subsection (a) of this Except as provided in Section 8.028.02(a), without the consent of each Holder of Notes of such series issued under this IndentureIndenture affected thereby, an amendment or waiver may not (with respect to any Note of such series held by a non-consenting Holder):
): (1) reduce the principal amount of such Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver;
; (2) reduce the principal amount of or change the Maturity Date of any such Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) belowof this Section 8.02(b), the provisions of Section Sections 4.08 of this Indentureand 4.09; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders;
(3) reduce the rate of or change the time for payment of interest on any such Notes;
(4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(5) make any such Note payable in currency other than that stated in such Note;
(6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes;
(7) 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 with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto;
(8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or
(9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes.
(c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.
(d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.
Appears in 1 contract
With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection (b) of this Section 8.02, this Indenture, the Notes or the Note Guarantees may be amended with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes).
(b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of Notes issued under this IndentureIndenture affected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):
(1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes (including Section 3.08) other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders;
(3) reduce the rate of or change the time for payment of interest on any such Notes;
(4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(5) make any such Note payable in currency other than that stated in such Note;
(6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes;
(7) after the Issuer’s Issuers’ obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer Issuers to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto;
(8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or
(9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes.
(c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.
(d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.
Appears in 1 contract
Sources: Indenture (Crown Holdings Inc)
With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection (b) of this Section 8.02, this Indenture, the Notes or the Note Guarantees may be amended with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes).
(b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of Notes issued under this IndentureIndenture affected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):
(1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders;
(3) reduce the rate of or change the time for payment of interest on any such Notes;
(4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(5) make any such Note payable in currency other than that stated in such Note;
(6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes;
(7) 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 with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto;
(8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or
(9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes.
(c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.
(d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion dis- cretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.
Appears in 1 contract
Sources: Indenture (Crown Holdings Inc)
With Consent of Noteholders. Subject to Section 8.7 hereof, the Company and the Trustee may amend or supplement this Indenture or the Notes with the written consent (a) Except to the extent provided including consents obtained in Section 8.01 and subsection (bconnection with any tender offer) of this Section 8.02, this Indenture, the Notes or the Note Guarantees may be amended with the consent of the Holders Noteholders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), . Subject to Section 8.4 and any existing Default or compliance with any provision of this IndentureSection 8.7 hereof, the Notes or the Note Guarantees may be waived with the consent Noteholders of the Holders of at least a majority in principal amount of the Notes then outstanding Notes voting as may also waive compliance in a single class (including, without limitation, consents obtained in connection particular instance by the Company with a purchase of, tender offer or exchange offer for Notes).
(b) Notwithstanding subsection (a) any provision of this Section 8.02Indenture or the Notes. However, without the consent of each Holder of Notes issued Noteholder affected, an amendment, supplement or waiver under this Indenture, an amendment or waiver Section may not (with respect to any Note held by a non-consenting Holder):not:
(1a) reduce the principal amount of Notes issued under this Indenture whose Holders holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders;
(3b) reduce the rate of or change the time for payment of interest on any such NotesNote;
(4c) reduce the principal of or change the fixed maturity of any Note or alter the redemption provisions of Sections 5 and 6 of the Notes or alter the repurchase provisions of Section 7 of the Notes.
(d) make any Note payable in money other than that stated in the Note;
(e) make any change in Section 8.4, Section 8.7 or Section 11.2 hereof (including this sentence);
(f) waive a Default or Event of Default default in the payment of the principal of or premium, if anyof, or interest on or Liquidated Damages (if any) on, any such Notes Note (except a rescission of acceleration of the Notes by the Holders holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(5g) make waive a redemption payment or repurchase payment payable on any such Note payable in currency other than that stated in such Note;; or
(6h) make any change to in Article 5 and Article 6 hereof that adversely affects the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders interests of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes;
(7) after the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation Noteholders. To secure a consent of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurredNoteholders under this Section 11.2, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto;
(8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or
(9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes.
(c) It it shall not be necessary for the consent of the Holders of Notes under this Section 8.02 Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.
(d) . Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of Notes or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid or agreed to be paid to all holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer Company shall send mail to the Holders affected thereby Noteholders a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amendment or waiver.
Appears in 1 contract
Sources: Indenture (P Com Inc)
With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection clause (b) of this Section Sec- tion 8.02, this Indenture, the Notes or the any Note Guarantees Guarantee may be amended with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the any Note Guarantees Guarantee may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained ob- tained in connection with a purchase of, tender offer or exchange offer for Notes).
(b) Notwithstanding subsection clause (a) of this Section 8.02, without the consent of each Holder of Notes issued under this IndentureIndenture affected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):
): (1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver;
; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) belowof this Section 8.02, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders;
(3) reduce the rate of or change the time for payment of interest on any such Notes;
(4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(5) make any such Note payable in currency other than that stated in such Note;
(6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes;
(7) 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 with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto;
(8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or
(9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes.
(c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.
(d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.
Appears in 1 contract
Sources: Indenture (Wesco International Inc)
With Consent of Noteholders. (a) Except Solely with respect to the extent Notes, Section 10.2 of the Original Indenture shall be amended and restated in its entirety by inserting the following in lieu thereof: “Except as provided in Section 8.01 and subsection (b) of this Section 8.02, this Indenture9.02, the Indenture and the Notes or the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any past default or compliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the Notes voting as a single class then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for for, Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes).
(b) Notwithstanding subsection (a) of this Section 8.02. However, without the consent of each Holder of Notes issued under this Indenturean outstanding Note affected, an amendment no amendment, supplement or waiver may not (with respect to any Note held by a non-consenting Holder):may, among other things:
(1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount stated rate of interest or change extend the Maturity Date stated time for payment of interest on any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such HoldersNote;
(3) reduce the rate principal of or change extend the time for payment Stated Maturity of interest on any such NotesNote;
(4) waive a Default or Event of Default in the payment of principal of or of, premium, if any, or interest on any such the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration);
(5) make reduce the premium payable upon the redemption or repurchase of any such Note payable or change the time at which any Note may be redeemed or repurchased as described under Sections 3.01, 4.07 or 4.08 hereof whether through an amendment or waiver of provisions in currency other than that stated in such Notethe covenants, definitions or otherwise (except amendments to the definition of “Change of Control”);
(6) make any change to Note payable in money other than that stated in the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the NotesNote;
(7) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the Issuer’s obligation due dates therefor or to purchase Notes arises hereunder, amend, change institute suit for the enforcement of any payment on or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto;
(8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenturesuch Holder’s Notes; or
(9) modify 8) make any change in the amendment or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes.
(c) waiver provisions which require each Holder’s consent. It shall not be necessary for the consent of the Holders of Notes Noteholders under this Section 8.02 the Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it . It shall be sufficient if such consent approves the substance thereof.
(d) of the proposed amendment or supplement. A consent to any amendment, supplement or waiver under the Indenture by any Holder given in connection with a tender of such ▇▇▇▇▇▇’s Notes will not be rendered invalid by such tender. After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 the Indenture becomes effective, the Issuer Company shall send be required to give to the Holders affected thereby a notice briefly describing such amendment, supplement or waiver. Notwithstanding the foregoing, 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. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared Any Notes held by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure Company or an Affiliate of the Issuer Company shall be disregarded (from both the numerator and the denominator) for purposes of determining whether the holders of the requisite aggregate principal amount of the outstanding Notes have consented to send such noticeor voted for a modification, amendment or any defect therein, shall not, however, in any way impair or affect waiver of the validity terms of any such amendment, supplement or waiverthe Indenture.
Appears in 1 contract
Sources: Second Supplemental Indenture (Covanta Holding Corp)
With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection (b) of this Section 8.02, this Indenture, the Notes or the any Note Guarantees Guarantee may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for for, Notes), and any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes or the any Note Guarantees Guarantee may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for for, Notes).
(b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of Notes issued under this Indentureaffected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):
(1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, than the provisions of Section Sections 4.08 and 4.09 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders;
(3) reduce the rate of or change the time for payment of interest on any such Notes;
(4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(5) make any such Note payable in currency other than that stated in such Note;
(6) make modify any change to of the provisions of this in the Indenture relating to regarding the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the NotesDefaults;
(7) amend the contractual right expressly set forth in the Indenture or any Note of any Holder to institute suit for the enforcement of any payment of principal of, premium, if any, or interest on such Note on or after the Issuer’s obligation to purchase Notes arises hereunder, amend, change stated maturity or modify in Redemption Date of any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating theretosuch Note;
(8) release Parent, Crown the Issuer or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or
(9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of NotesHolders.
(c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.
(d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.
Appears in 1 contract
With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection clause (b) of this Section 8.02, this Indenture, the Notes or the Note Guarantees any Guarantee may be amended with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees any Guarantee may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes); provided that (x) if any such amendment, supplement or waiver will only affect one series of Notes (or less than all series of Notes) then outstanding under this Indenture, then only the consent of the Holders of at least a majority in principal amount of the Notes of such series then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, such series of the Notes) shall be required and (y) if any such amendment, supplement or waiver by its terms will affect a series of Notes in a manner that is different from and materially adverse relative to the manner in which such amendment, supplement or waiver affects other series of Notes, then the consent of the Holders of at least a majority in principal amount of the Notes of such series then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, such series of the Notes) shall be required.
(b) Notwithstanding subsection clause (a) of this Section 8.02, without the consent of each Holder of Notes issued under this IndentureIndenture affected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):
(1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) belowof this Section 8.02, the provisions of Section 4.08 4.07 of this Indenture and the provisions of Section 3.07 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders;
(3) reduce the rate of or change the time for payment of interest on any such Notes;
(4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding applicable series of Notes and a waiver of the payment default that resulted from such acceleration);
(5) make any such Note payable in currency other than that stated in such Note;
(6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes;
(7) after the Issuer’s obligation to make an offer to purchase Notes arises hereunderhereunder (because, for the avoidance of doubt, a Change of Control has occurred) amend, change or modify in any material respect the obligation obligations of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto;
(8) release Parent, Crown the Issuer or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or
(9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes.
(c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.
(d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.
Appears in 1 contract
Sources: Indenture (Wesco International Inc)
With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection (b) of this Section 8.02, this Indenture, the Notes or the Note Guarantees or any provision of the Proceeds Sharing Agreement affecting the Holders may be amended with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees or any provision of the Proceeds Sharing Agreement affecting the Holders may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes).
(b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of Notes issued under this IndentureIndenture affected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):
(1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 or 4.12 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders;
(3) reduce the rate of or change the time for payment of interest on any such Notes;
(4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(5) make any such Note payable in currency other than that stated in such Note;
(6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the NotesNotes or otherwise impair the right to institute suit for the enforcement of any payment on or with respect to the Notes or the Note Guarantees;
(7) 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 with respect to a Change of Control Repurchase Event that has occurredoccurred or make and consummate an Asset Sale Offer with respect to any Asset Sale that has been consummated, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto;
(8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or
(9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes.
(c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.
(d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.
Appears in 1 contract
Sources: Indenture (Crown Holdings Inc)
With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection clause (b) of this Section 8.02, this Indenture, the Notes or the Note Guarantees any Guarantee may be amended with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees any Guarantee may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes); provided that (x) if any such amendment, supplement or waiver will only affect one series of Notes (or less than all series of Notes) then outstanding under this Indenture, then only the consent of the Holders of at least a majority in principal amount of the Notes of such series then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, such series of the Notes) shall be required and (y) if any such amendment, supplement or waiver by its terms will affect a series of Notes in a manner that is different from and materially adverse relative to the manner in which such amendment, supplement or waiver affects other series of Notes, then the consent of the Holders of at least a majority in principal amount of the Notes of such series then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, such series of the Notes) shall be required.
(b) Notwithstanding subsection clause (a) of this Section 8.02, without the consent of each Holder of Notes issued under this IndentureIndenture affected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):
(1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, of this Section 8.02 and the provisions of Section 4.08 4.07 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders;
(3) reduce the rate of or change the time for payment of interest on any such Notes;
(4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding applicable series of Notes and a waiver of the payment default that resulted from such acceleration);
(5) make any such Note payable in currency other than that stated in such Note;
(6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes;
(7) after the Issuer’s obligation to make an offer to purchase Notes arises hereunderhereunder (because, for the avoidance of doubt, a Change of Control has occurred) amend, change or modify in any material respect the obligation obligations of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto;
(8) release Parent, Crown the Issuer or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or
(9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes.
(c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.
(d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.
Appears in 1 contract
Sources: Indenture (Wesco International Inc)
With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection (b) of this Section 8.02, with respect to each series of Notes, (a) this Indenture, the (b) such series of Notes or the (c) any Note Guarantees Guarantee issued under this Indenture with respect to such series of Notes, in each case, may be amended only with the consent of the Holders of at least a majority in aggregate principal amount of the respective series of Notes then outstanding Notes and issued under this Indenture voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for such series of Notes). In addition, and with respect to each series of Notes, any existing Default or compliance with (x) any provision of this IndentureIndenture with respect to such series of Notes, the Notes (y) such series of Notes, or the (z) any Note Guarantees Guarantee issued under this Indenture with respect to such series of Notes, in each case, may be waived only with the consent of the Holders of at least a majority in aggregate principal amount of the respective series of Notes then outstanding Notes and issued under this Indenture voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for such series of Notes).
(b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of the respective series of Notes then outstanding and issued under this IndentureIndenture affected thereby voting as a single class with respect to such series of Notes (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):
(1) reduce the percentage in principal amount of the outstanding Notes issued under this Indenture whose Holders must consent to an amendment, modification, supplement or waiverwaiver to this Indenture or any Note;
(2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders;
(3) reduce the rate of or change extend the time for payment of interest on any such NotesNote;
(3) reduce the principal of or extend the stated maturity of any Note;
(4) waive a Default reduce the premium payable upon the redemption of any Note or Event of Default change the time at which any Note may or shall be redeemed in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration)accordance with this Indenture;
(5) make any such Note payable in a currency other than that stated in such the Note;
(6) release any security that may have been granted in respect of the Notes following the initial issuance of the Notes in compliance with the terms of this Indenture;
(7) other than in accordance with the provisions of this Indenture, eliminate any existing Note Guarantee;
(8) impair the right to receive, and to institute suit for the enforcement of, any payment with respect to any Note; or
(9) make any change to in the provisions of this Indenture relating to the waiver of past Defaults or the rights of the Holders of a majority in principal amount of the Notes to direct the Trustee in the exercise of remedies or to waive defaults or in the provisions of this Indenture relating to modification of this Indenture with the consent of the Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes;
(7) 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 with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto;
(8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or
(9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes.
(c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.
(d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.
Appears in 1 contract
Sources: Indenture (LKQ Corp)
With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection subsections (b) and (c) of this Section 8.02, this Indenture, the Notes Notes, any Note Guarantee or the Note Guarantees Third Lien Notes Security Documents may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for for, Notes), and any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes Notes, any Note Guarantee or the Note Guarantees Third Lien Notes Security Documents may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for for, Notes).
(b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of Notes issued under this Indentureaffected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):
(1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, than the provisions of Section Sections 4.07 and 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders;
(3) reduce the rate of or change the time for payment of interest on any such NotesNotes (or extend the grace period for the payment of interest under Section 6.01(1));
(4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default Payment Default that resulted from such acceleration);
(5) make any such Note payable in currency other than that stated in such Note;
(6) make modify any change to of the provisions of in this Indenture relating to regarding the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the NotesDefaults;
(7) amend the contractual right expressly set forth in this Indenture or any Note of any Holder to institute suit for the enforcement of any payment of principal of, premium, if any, or interest on such Note on or after the Issuer’s obligation to purchase Notes arises hereunder, amend, change Stated Maturity or modify in Redemption Date of any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating theretosuch Note;
(8) release Parent, Crown the Issuer or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or
(9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of NotesHolders.
(c) In addition, without the consent of the Holders of at least 80% in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), no amendment, supplement or waiver may (1) have the effect of releasing all or substantially all of the Collateral from the Liens created pursuant to the Third Lien Notes Security Documents (except as permitted by the terms of this Indenture or the Third Lien Notes Security Documents) or changing or altering the priority of the security interests of the Holders in the Collateral under the First Lien and Third Lien Intercreditor Agreement, (2) make any change in the Third Lien Notes Security Documents or the provisions in this Indenture dealing with the application of proceeds of the Collateral that would adversely affect the Holders in any material respect, (3) modify the Third Lien Notes Security Documents or the provisions of this Indenture dealing with Collateral in any manner adverse to the Holders in any material respect other than in accordance with the terms of this Indenture or the Third Lien Notes Security Documents or (4) permit the incurrence of more than $25.0 million of Additional Notes (including by amending the covenants under Sections 4.09 and 4.13); provided that (x) if any such amendment, supplement or waiver will only affect one series of Notes (or less than all series of the Notes) then outstanding under this Indenture, then only the consent of the Holders of at least 80% in aggregate principal amount of the Notes of such series then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, such series of the Notes) shall be required.
(d) Neither the Issuer nor any Affiliate of the Issuer shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement. Notwithstanding the foregoing, with respect to any payment of consideration for, or as an inducement to, any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes in connection with an exchange offer, the Issuer and any Affiliate of the Issuer may exclude (i) any Holder or Beneficial Owner that is a U.S. Person, but is not a QIB and (ii) any Holder or Beneficial Owner of Notes in any jurisdiction (other than the United States) where the inclusion of such Holders or Beneficial Owners would require the Issuer or any such Affiliate of the Issuer to comply with the registration requirements or other similar requirements under any securities laws of such jurisdiction or the solicitation of such consent, waiver or amendment from, or the granting of such consent or waiver, or the approval of such amendment by, Holders or Beneficial Owners in such jurisdiction would be unlawful, in each case as determined by the Issuer in its sole discretion.
(e) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.
(df) No amendment of, or supplement or waiver to, this Indenture, the Notes, any Note Guarantee or the Third Lien Notes Security Documents shall be permitted to be effected if such amendment, supplement or waiver is in violation of or inconsistent with the terms of the First Lien and Third Lien Intercreditor Agreement. No amendment of, or supplement or waiver to the First Lien and Third Lien Intercreditor Agreement shall be permitted to be effected without the consent of the Collateral Agent, the ABL Collateral Agent and any other Fixed Asset Representative then party thereto, other than pursuant to the terms thereof.
(g) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.
Appears in 1 contract
With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection clause (b) of this Section 8.02, this Indenture, the Notes or the Note Guarantees any Guarantee may be amended with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees any Guarantee may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes).
(b) Notwithstanding subsection clause (a) of this Section 8.02, without the consent of each Holder of Notes issued under this IndentureIndenture affected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):
(1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, of this Section 8.02 and the provisions of Section 4.08 4.07 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders;
(3) reduce the rate of or change the time for payment of interest on any such Notes;
(4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(5) make any such Note payable in currency other than that stated in such Note;
(6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes;
(7) after the Issuer’s obligation to make an offer to purchase Notes arises hereunderhereunder (because, for the avoidance of doubt, a Change of Control has occurred) amend, change or modify in any material respect the obligation obligations of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto;
(8) release Parent, Crown the Issuer or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or
(9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes.
(c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.
(d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.
Appears in 1 contract
Sources: Indenture (Wesco International Inc)
With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection clauses (b) and (c) of this Section 8.02, this Indenture, the Notes or the any Note Guarantees Guarantee may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the any Note Guarantees Guarantee may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes).
(b) Notwithstanding subsection (a) of this Except as provided in Section 8.028.02(a), without the consent of each Holder of Notes issued under this IndentureIndenture affected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):
): (1) reduce the principal amount of such Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver;
; (2) reduce the principal amount of or change the Maturity Date of any such Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) belowof this Section 8.02(b), the provisions of Section Sections 4.08 of this Indentureand 4.09; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders;
(3) reduce the rate of or change the time for payment of interest on any such Notes;
(4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(5) make any such Note payable in currency other than that stated in such Note;
(6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes;
(7) 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 with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto;
(8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or
(9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes.
(c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.
(d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.
Appears in 1 contract
With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection (b) of this Section 8.02, with respect to each series of Notes, (a) this Indenture, the (b) such series of Notes or the (c) any Note Guarantees Guarantee issued under this Indenture with respect to such series of Notes, in each case, may be amended only with the consent of the Holders of at least a majority in aggregate principal amount of the respective series of Notes then outstanding Notes and issued under this Indenture voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for such series of Notes). In addition, and with respect to each series of Notes, any existing Default or compliance with (x) any provision of this IndentureIndenture with respect to such series of Notes, the Notes (y) such series of Notes, or the (z) any Note Guarantees Guarantee issued under this Indenture with respect to such series of Notes, in each case, may be waived only with the consent of the Holders of at least a majority in aggregate principal amount of the respective series of Notes then outstanding Notes and issued under this Indenture voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for such series of Notes).
(b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of the respective series of Notes then outstanding and issued under this IndentureIndenture affected thereby voting as a single class with respect to such series of Notes (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):
(1) reduce the principal amount of Notes of such series issued under this Indenture whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the Maturity Date of any NotesNotes of such series, or alter the provisions with respect to the redemption of any such series of Notes (including pursuant to Section 3.07) other than, except as set forth in clause (7) belowof this Section 8.02, the provisions of Section Sections 4.08 and 4.09 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders;
(3) reduce the rate of or change the time for payment of interest on any such series of Notes;
(4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such series of Notes (except a rescission of acceleration of such series of Notes by the Holders of at least a majority in aggregate principal amount of the respective series of Notes then outstanding Notes and issued under this Indenture and a waiver of the payment default that resulted from such acceleration);
(5) make any such Note of such series payable in currency other than that stated in such Note;
(6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the such series of Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the such series of Notes;
(7) after the Issuer’s obligation to purchase Notes of such series arises hereunder, amend, change or modify in any material respect the obligation obligations of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto;
(8) release Parent, Crown the Issuer or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or
(9) modify or change any provision of this Indenture affecting the ranking of the such series of Notes or Note Guarantees in a manner adverse to the Holders of such series of Notes.
(c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.
(d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.
Appears in 1 contract
Sources: Indenture (LKQ Corp)
With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection (b) of this Section 8.02, this Indenture, the Notes or the Note Guarantees may be amended with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes).
(b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of Notes issued under this IndentureIndenture affected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):
(1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders;
(3) reduce the rate of or change the time for payment of interest on any such Notes;
(4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(5) make any such Note payable in currency other than that stated in such Note;
(6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes;
(7) 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 with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto;
(8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or
(9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes.
(c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.
(d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.
Appears in 1 contract
Sources: Indenture (Crown Holdings Inc)
With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 Modifications and subsection (b) amendments of this Section 8.02, this IndentureIndenture may be made by the Company, the Notes or Guarantors and the Note Guarantees may be amended Trustee with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, tender offer or exchange offer for the Notes); provided, and any existing Default however, that no such modification or compliance with any provision of amendment to this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes).
(b) Notwithstanding subsection (a) of this Section 8.02Indenture may, without the consent of each the Holder of Notes issued under this Indenture, an amendment or waiver may not (with respect to any each Note held by a non-consenting Holder):affected thereby:
(1) reduce change the maturity of the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiverany such Note;
(2) reduce the principal amount of (or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of premium on) any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such HoldersNote;
(3) reduce the rate of or change extend the time for payment of interest on any such NotesNote;
(4) waive a reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed as described in Article Three of this Indenture and paragraph 5 of the Note;
(5) change the currency of payment of principal of (or premium on) or interest on any such Note;
(6) impair the right of the Holders of Notes to receive payment of principal of 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 any such Note;
(7) 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 or Event of Default in respect thereof;
(8) waive a default in the payment of principal of or premiumof, if anyinterest on, or interest on any such redemption payment with respect to, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority thereof as provided in aggregate principal amount of the then outstanding Notes this Indenture and a waiver of the payment default that resulted from such acceleration);
(59) make cause the Notes or the Guarantees to become subordinate in right of payment to any such Note payable in currency other than that stated in such NoteIndebtedness;
(610) make any change following an event or circumstance which may give rise to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes;
(7) after the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer requirement to make and consummate a Change of Control Offer with respect or Net Proceeds Offer, modify the provisions of any covenant (or the related definitions) in this Indenture requiring the Company to make a Change of Control Repurchase Event that has occurred, including, without limitation, Offer or Net Proceeds Offer in each case, by amending, changing or modifying any a manner materially adverse to the Holders of the definitions relating theretoNotes affected thereby;
(8) 11) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or
(912) modify make any change in the amendment or change any provision waiver provisions of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes.
(c) Indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.
(d) . After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer Company shall send mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer Company to send mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. Upon the written request of the Company accompanied by a board resolution authorizing the execution of any such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Noteholders as aforesaid and upon receipt by the Trustee of the documents described in Section 8.06 hereof, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture, in which case the Trustee may, but shall not be obligated to, enter into such supplemental indenture.
Appears in 1 contract
Sources: Indenture (General Cable Corp /De/)
With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection subsections (b) of and (c) and this Section 8.02, this Indenture, the Notes or Notes, the Note Guarantees or any provision of any Security Document (except as provided therein) or the Proceeds Sharing Agreement (except as provided therein) affecting the Holders may be amended with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or Notes, the Note Guarantees or any provision of the Security Documents or the Proceeds Sharing Agreement affecting the Holders may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes).
(b) Notwithstanding subsection (a) of this Section 8.02, except as provided in subsection (c) of this Section 8.02, without the consent of each Holder of Notes issued under this IndentureIndenture affected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):
(1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiverwaiver or make any change to this Section 8.02(b);
(2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 or 4.12 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders;
(3) reduce the rate of or change the time for payment of interest on any such Notes;
(4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration)) in accordance with the provisions of Article Six;
(5) make any such Note payable in currency other than that stated in such Note;
(6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or of, and interest and Additional Amounts, if any, on the Notes or otherwise impair the right to institute suit for the enforcement of any payment on or with respect to the Notes, the Note Guarantees or the Security Documents;
(7) after the IssuerCompany’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer Company to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurredoccurred or make and consummate an Asset Sale Offer with respect to any Asset Sale that has been consummated, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto;
(8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or
(9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes.
(c) Notwithstanding the foregoing, (i) in addition to the release of Collateral expressly permitted by this Indenture and the Security Documents, Collateral may be released under this Indenture and the Security Documents with the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding and (ii) if both (a) a Default or Event of Default shall have occurred and be continuing with respect to the Notes and (b) there shall have been commenced and be continuing with respect to the Company either (x) an amicable settlement (réglement amiable) proceeding under Article L611-3 of the French Commercial Code, (y) an ad hoc mandate (Mandat Ad Hoc) or (z) a bankruptcy proceeding (Redressement Judiciaire) under Article L620-1 et seq. of the French Commercial Code, then, subject to applicable United States securities laws including, without limitation, the TIA, the provisions of this Indenture and all of the Notes and Note Guarantees described in clauses (1) through (9) of Section 8.02(b) may be amended and/or all or any portion of such Notes may be exchanged for other securities of the Company, in each case, with the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding; provided that each such amendment, waiver or exchange, as the case may be, shall apply equally to all Notes issued under this Indenture unless otherwise consented to by the Holder of each Note to which such amendment, waiver or exchange shall not so apply.
(d) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.
(de) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer Company shall send mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer Company to send mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.
Appears in 1 contract
Sources: Indenture (Crown Holdings Inc)
With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection (b) of this Section 8.02, this Indenture, the Notes or the any Note Guarantees Guarantee may be amended with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the any Note Guarantees Guarantee may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes).
(b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of Notes issued under this IndentureIndenture affected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):
(1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) belowof this Section 8.02, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders;
(3) reduce the rate of or change the time for payment of interest on any such Notes;
(4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(5) make any such Note payable in currency other than that stated in such Note;
(6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes;
(7) after the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation obligations of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto;
(8) release Parent, Crown the Issuer or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or
(9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes.
(c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.
(d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.
Appears in 1 contract
Sources: Indenture (LKQ Corp)
With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection (b) of this Section 8.02, this Indenture, the Notes or the Note Guarantees may be amended with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes).
(b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of Notes issued under this IndentureIndenture affected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):
(1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders;
(3) reduce the rate of or change the time for payment of interest on any such Notes;
(4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(5) make any such Note payable in currency other than that stated in such Note;
(6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes;
(7) 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 with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto;
(8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or
(9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes.
(c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.
(d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.
Appears in 1 contract
Sources: Indenture (Crown Holdings Inc)
With Consent of Noteholders. (a) Except The Company, when authorized by a board resolution, and the Trustee may enter into one or more supplemental indentures to the extent provided in Section 8.01 and subsection (b) of amend this Section 8.02, this Indenture, Indenture or the Notes or the Note Guarantees may be amended with the written consent of the Holders of at least a majority of the principal amount of the then outstanding Notes. The Holders of a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or may waive compliance by the Company with any provision of this Indenture, Indenture or the Notes or without prior notice to any other Noteholder. Notwithstanding the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes).
(b) Notwithstanding subsection (a) of this Section 8.02preceding paragraph, without the consent of each Holder of Notes issued under this IndentureNoteholder affected, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):not:
(1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement amendment or waiver;
(2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders;
(3) reduce the rate of or change the time for payment of interest interest, including default interest, on any such NotesNote;
(3) reduce the principal of or change the Stated Maturity of any Note or alter the provisions with respect to redemption;
(4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(5) make any such Note payable in currency other than that stated in such the Note;
(5) make any change in this Section 8.02;
(6) make any change to in this Indenture that adversely affects the ranking of the Notes or any Note Guarantee;
(7) make any change in provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments payment of principal of or and interest and Additional Amounts, if any, on the NotesNotes or permitting Holders of a majority in principal amount of Notes to waive Defaults;
(7) 8) after the Issuer’s obligation has arisen to purchase Notes arises hereundermake a Change of Control Offer or a Net Proceeds Offer, amend, change or modify in any material respect the obligation of the Issuer Company to make and consummate a complete such Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto;
(8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenturemake and complete such Net Proceeds Offer; or
(9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes.
(c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.
(d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.
Appears in 1 contract
Sources: Supplemental Indenture (Mosaic Co)