With Consent of the Holders. The Issuers, the Trustee and/or the Collateral Agent may amend this Indenture, the Notes, the Subsidiary Guarantees, the Security Documents and the First Lien/Second Lien Intercreditor Agreement with the consent of the Issuers and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each holder of an outstanding Note affected, no amendment may: (1) reduce the amount of Notes whose holders must consent to an amendment, (2) reduce the rate of or extend the time for payment of interest on any Note, (3) reduce the principal of or change the Stated Maturity of any Note, (4) reduce the premium payable upon the redemption of any Note or change the dates on which any such premium is payable upon redemption in accordance with Article III, (5) make any Note payable in money other than that stated in such Note, (6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers or any Subsidiary Guarantor, (7) impair the contractual 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 thereof or to institute suit for the enforcement of any payment on or with respect to such holder’s Note, (8) make any change in the amendment provisions or in the waiver provisions which require each holder’s consent, or (9) make any change to the provisions of this Indenture, the First Lien/Second Lien Intercreditor Agreement or the Security Documents with respect to the pro rata application of proceeds of Collateral in respect of the Notes that results in the application of such proceeds in respect of the Notes on a less than pro rata basis to the holder of any Note. Except as expressly provided by this Indenture, the Security Documents or the First Lien/Second Lien Intercreditor Agreement, without the consent of the holders of at least 66.67% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents with respect to the Notes. It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuers shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.
Appears in 1 contract
Sources: Indenture (ADT Inc.)
With Consent of the Holders. The Issuers, the Trustee and/or the Collateral Agent may amend this This Indenture, the Notes, the Subsidiary Guarantees, the Security Documents and the First Lien/Second Lien Intercreditor Agreement may be amended or supplemented with the consent of the Issuers and the holders Holders of at least a majority in principal amount of the Notes then outstanding voting as (including, without limitation, consents obtained in connection with a single class purchase of, or tender offer or exchange offer for, Notes), and any past existing default or compliance with any provisions hereof provision of this Indenture, the Notes, the Guarantees or the Security Documents may be waived with the consent of the holders Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class Notes (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange for the offer for, Notes). However, without the consent of each holder Holder of an outstanding Note affected, no amendment may:an amendment, supplement or waiver of this Indenture, the Notes, the Guarantees, the Security Documents or the Intercreditor Agreement may not (with respect to any Notes held by a non-consenting Holder):
(1i) reduce the principal amount of Notes whose holders Holders must consent to an amendment,, supplement or waiver;
(2ii) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than pursuant to Sections 4.06 or 4.08 hereof);
(iii) reduce the rate of or extend change the time for payment of interest on any Note,;
(3iv) reduce waive a Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of or change the Stated Maturity Notes and a waiver of any Note,the payment default that resulted from such acceleration);
(4) reduce the premium payable upon the redemption of any Note or change the dates on which any such premium is payable upon redemption in accordance with Article III,
(5v) make any Note payable in money other than that stated in such Note,the Notes;
(6vi) expressly subordinate modify the Notes or Guarantees in any Subsidiary Guarantee to any other Indebtedness of manner that would adversely affect the Issuers or any Subsidiary Guarantor,Holders;
(7vii) impair the contractual 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 thereof or to institute suit for the enforcement of any payment on or with respect to such holder’s Note,
(8) make any change in Section 6.04 or 6.07 or the amendment provisions or in the waiver provisions which require each holder’s consent, orsecond sentence of this Section 9.02;
(9viii) make any change to the provisions of this Indenture, the First Lien/Second Lien Intercreditor Agreement or the Security Documents waive a redemption payment with respect to the pro rata application of proceeds of Collateral in respect of the Notes that results in the application of such proceeds in respect of the Notes on any Note (other than a less than pro rata basis to the holder of any Note. Except payment required by Section 4.06 or 4.08 hereof);
(ix) except as expressly provided permitted by this Indenture, the Security Documents Documents, the Intercreditor Agreement and the Collateral Trust Agreement, release any Guarantee or any Lien on all or substantially all of the First Lien/Second Lien Intercreditor AgreementCollateral;
(x) subordinate the Notes or any Guarantee in right of payment to any other Indebtedness; or
(xi) [make any change in the preceding amendment and waiver provisions.] In addition, without the consent of the holders of at least 66.6766-2/3% in aggregate of the principal amount of the Notes then outstandingoutstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), no amendment amendment, supplement or waiver may (1) modify any Security Document or the provisions in this Indenture dealing with Security Documents or application of trust moneys in any manner, taken as a whole, materially adverse to the Holders or otherwise release all or substantially all of any Collateral other than in accordance with this Indenture, the Security Documents, the Intercreditor Agreement and the Collateral from Trust Agreement; or (2) modify the Lien Intercreditor Agreement and the Collateral Trust Agreement in any manner adverse to the holders in any material respect other than in accordance with the terms of this Indenture Indenture, the Security Documents, the Intercreditor Agreement and the Security Documents with respect to the NotesCollateral Trust Agreement. It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuers Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, mail to the holders Holders a notice briefly describing such amendment. The failure to give such notice to all holdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.
Appears in 1 contract
Sources: Indenture (GeoEye License Corp.)
With Consent of the Holders. The Issuers, Indenture or the Trustee and/or the Collateral Agent Notes issued thereunder may amend this Indenture, the Notes, the Subsidiary Guarantees, the Security Documents and the First Lien/Second Lien Intercreditor Agreement be amended or supplemented with the consent of the Issuers and the holders of at least a majority in principal amount of the Notes then outstanding voting as issued under the Indenture (including, without limitation, consents obtained in connection with a single class purchase of, or tender offer or exchange offer for, Notes), and any past existing default or compliance with any provisions hereof provision of the Indenture or the Notes issued thereunder may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class Notes issued under the Indenture (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange for the offer for, Notes). However, without the consent of each holder Holder of an outstanding Note affected, no an amendment may:or waiver may not (with respect to any Notes held by a non-consenting member):
(1i) reduce the principal amount of Notes whose holders must consent to an amendment,, supplement or waiver;
(2ii) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than pursuant to Sections 4.06 or 4.08 hereof);
(iii) reduce the rate of or extend change the time for payment of interest on any Note,Note issued hereunder;
(3iv) reduce waive a Default or Event of Default in the payment of principal of, or interest or premium, or Liquidated Damages, if any, on the Notes (except a rescission of or change acceleration of the Stated Maturity Notes by the holders of any Note,at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration);
(4) reduce the premium payable upon the redemption of any Note or change the dates on which any such premium is payable upon redemption in accordance with Article III,
(5v) make any Note payable in money other than that stated in such Note,the Notes;
(6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers or any Subsidiary Guarantor,
(7) impair the contractual 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 thereof or to institute suit for the enforcement of any payment on or with respect to such holder’s Note,
(8) make any change in the amendment provisions or in the waiver provisions which require each holder’s consent, or
(9vi) make any change to the provisions of this Indenture, the First Lien/Second Lien Intercreditor Agreement Section 6.04 or the Security Documents 6.07;
(vii) waive a redemption payment with respect to any Note issued hereunder (other than payment required by Sections 4.06 or 4.08 hereof);
(viii) modify the pro rata application subsidiary Guarantees in any manner adverse to the holders of proceeds such Notes;
(ix) modify or change any provision of Collateral in respect this Indenture or the related definitions affecting ranking or the subordination of the Notes in a manner that results in materially adversely affects the application of such proceeds in respect of the Notes on a less than pro rata basis Holders; or
(x) make any change to the holder of any Note. Except as expressly provided by this Indenture, the Security Documents or the First Lien/Second Lien Intercreditor Agreement, without the consent of the holders of at least 66.67% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents with respect to the Notes. It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuers shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.029.
Appears in 1 contract
With Consent of the Holders. The IssuersAmendments, the Trustee and/or the Collateral Agent may amend supplements or other modifications of this Indenture, the Notes, the Subsidiary Note Guarantees, the Security Documents or any Intercreditor Agreement may be made by the Issuer, the Note Guarantors, the Priority Lien Collateral Trustee (including as Notes Priority Collateral Trustee) and the First Lien/Second Lien Intercreditor Agreement Trustee with the consent of the Issuers Holders of not less than a majority in aggregate principal amount of the outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and the holders Holders of at least a majority in principal amount of the outstanding Notes then outstanding voting as a single class may waive future compliance by the Issuer and any past default or compliance the Note Guarantors with any provisions hereof may be waived with the consent provision of the holders of at least majority in principal amount of this Indenture, the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). HoweverNote Guarantees; provided, however, that no such amendment, supplement, modification or waiver may, without the consent of each holder Holder of an outstanding Note affected, no amendment mayaffected thereby:
(1a) reduce the amount of Notes whose holders must consent to an amendment,
(2) reduce the rate of or extend the time for payment of interest on any Note,
(3) reduce the principal of or change the Stated Maturity of the principal of, or any installment of interest on, any Note,;
(4b) reduce the premium payable upon the redemption of principal amount of, or premium, if any, or interest on, any Note or Note;
(c) change the dates on which any such premium is payable upon redemption in accordance with Article III,
(5) make any Note payable in money other than that stated in such Note,
(6) expressly subordinate the Notes place, currency or any Subsidiary Guarantee to any other Indebtedness time of the Issuers or any Subsidiary Guarantor,
(7) impair the contractual right of any holder to receive payment of principal of, or premium, if any, and or interest on such holder’s Notes on or after on, any Note;
(d) impair the due dates thereof or right to institute suit for the enforcement of any payment on or with respect to such holder’s Note,after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note or any Note Guarantee;
(8) make any change e) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture;
(f) waive a default in the amendment payment of principal of, premium, if any, or interest on the Notes;
(g) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults;
(h) release any Note Guarantor from its Note Guarantee, except as provided in this Indenture;
(i) amend, change or modify any Note Guarantee in a manner that materially and adversely affects the Holders;
(j) reduce the amount payable upon a Change of Control Offer or a Proceeds Offer or change the time or manner by which a Change of Control Offer or a Proceeds Offer may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or a Proceeds Offer, in each case after such Change of Control Triggering Event has occurred or such obligation to make a Proceeds Offer has arisen;
(k) change the redemption date or the redemption price of the Notes from that under Article III; or
(l) amend, change or modify the obligation of the Issuer or any Note Guarantor to pay Additional Amounts. In addition, subject to each Intercreditor Agreement and the Collateral Trust Agreement, the Trustee and the Priority Lien Collateral Trustee are hereby authorized to amend the Priority Lien Security Documents as provided therein, in this Indenture or in the waiver provisions which require each holder’s consent, or
(9) make any change to the provisions of this Indenture, the First Lien/Second Lien Intercreditor Agreement or the Security Documents with respect to the pro rata application of proceeds of Collateral in respect of the Notes that results in the application of such proceeds in respect of the Notes on a less than pro rata basis to the holder of any NoteTrust Agreement. Except as expressly provided by this Indenture, the Security Documents or the First Lien/Second Lien Intercreditor AgreementIn addition, without the consent of the holders Holders of at least 66.67% 66⅔% in aggregate principal amount of the Notes then outstandingoutstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), no amendment amendment, supplement or waiver may release (1) have the effect of releasing all or substantially all of the Collateral from the Lien Liens of the Security Documents (except as permitted by the terms of this Indenture, the Security Documents or the Intercreditor Agreements) or changing or altering the priority of the security interests of the Holders of the Notes in the Collateral under the Intercreditor Agreements, (2) make any change in the Security Documents, the Intercreditor Agreements or the provisions in this Indenture dealing with the application of proceeds of the Collateral that would adversely affect the Holders of the Notes or (3) modify the Security Documents or the provisions of this Indenture and dealing with Collateral in any manner adverse to the Holders of the Notes in any material respect other than in accordance with the terms of this Indenture, the Security Documents or the Intercreditor Agreements. In connection with any modification, amendment, supplement or waiver in respect of this Indenture or the Notes, the Note Guarantees, the Security Documents or any Intercreditor Agreement, the Issuer shall deliver to the Notes. It shall not be necessary for Trustee and the consent Notes Priority Collateral Trustee an Officer’s Certificate and an Opinion of the holders under this Section 9.02 to approve the particular form of any proposed Counsel, each stating (i) that such modification, amendment, but it shall be sufficient if supplement or waiver is authorized or permitted pursuant to the terms of this Indenture, the Notes, the Note Guarantees or the Security Documents or any Intercreditor Agreement, as applicable, and (ii) that all related conditions precedent to such consent approves the substance thereofmodification, amendment, supplement or waiver have been complied with. After an amendment under this Section 9.02 becomes effective, the Issuers Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders Holders a notice briefly describing such amendment. The failure to give such notice to all holdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.
Appears in 1 contract
With Consent of the Holders. The Issuers, the Trustee and/or the Collateral Agent may amend Notwithstanding Section 9.01 of this Indenture, the NotesIssuers, the Subsidiary GuaranteesGuarantors and the Trustee may amend or supplement this Indenture, the Security Documents and Securities or the First Lien/Second Lien Intercreditor Agreement Guarantees with the written consent of the Issuers and the holders Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least majority in principal amount of the Notes Securities then outstanding voting as a single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Securities), and, subject to Sections 6.04 and 6.07, any past or existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Securities, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Securities or the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities (including Additional Securities, if any) voting as a single class (including consents obtained in connection with the purchase of, or tender offer or exchange offer for, the Securities). Section 2.09 and Section 11.06 shall determine which Securities are considered to be “outstanding” for the Notes)purposes of this Section 9.02. However, without the consent of each holder Holder of an outstanding Note Security affected, no an amendment mayor waiver may not, with respect to any Securities held by a non-consenting Holder:
(1i) reduce the principal amount of Notes such Securities whose holders Holders must consent to an amendment,, supplement or waiver;
(2ii) reduce the principal of or change the fixed final maturity of any such Security or alter or waive the provisions with respect to the redemption of such Securities (other than provisions relating to Sections 4.06 and 4.08);
(iii) reduce the rate of or extend change the time for payment of interest on any Note,Security;
(3iv) reduce waive a Default in the payment of principal of or change premium, if any, or interest on the Stated Maturity Securities, except a rescission of acceleration of the Securities by the Holders of at least a majority in aggregate principal amount of the Securities and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Note,Guarantee which cannot be amended or modified without the consent of all affected Holders;
(4) reduce the premium payable upon the redemption of any Note or change the dates on which any such premium is payable upon redemption in accordance with Article III,
(5v) make any Note Security payable in money other than that stated in such Note,Security;
(6vi) expressly subordinate make any change in the Notes provisions of this Indenture relating to waivers of past Defaults or any Subsidiary Guarantee the rights of Holders to any other Indebtedness receive payments of principal of or premium, if any, or interest on the Issuers or any Subsidiary Guarantor,Securities;
(7vii) make any change to this Section 9.02;
(viii) impair the contractual right of any holder Holder to receive payment of principal of, premium, if any, and interest on such holderHolder’s Notes Securities on or after the due dates thereof therefor or to institute suit for the enforcement of any payment on or with respect to such holderHolder’s Note,Securities;
(8) make any change in the amendment provisions or in the waiver provisions which require each holder’s consent, or
(9ix) make any change to or modify the provisions of this Indenture, the First Lien/Second Lien Intercreditor Agreement or the Security Documents with respect to the pro rata application of proceeds of Collateral in respect ranking of the Notes Securities that results in would materially adversely affect the application of such proceeds in respect of the Notes on a less than pro rata basis to the holder of any Note. Except Holders; or
(x) except as expressly provided permitted by this Indenture, modify the Security Documents Guarantee of any Significant Subsidiary, or the First Lien/Second Lien Intercreditor Agreementany group of Restricted Subsidiaries that, without the consent taken together (as of the holders of at least 66.67% latest audited consolidated financial statements for the Company), would constitute a Significant Subsidiary, in aggregate principal amount of the Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents with respect any manner adverse to the NotesHolders. It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuers shall mail, or otherwise deliver in accordance with the procedures of the Depository, promptly send to the holders Holders a notice briefly describing such amendment. The failure to give such notice to all holdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.
Appears in 1 contract
Sources: Indenture (PQ Group Holdings Inc.)
With Consent of the Holders. (a) The IssuersIssuer, the Collateral Agent, the Guarantors and the Trustee and/or the Collateral Agent may amend or supplement this Indenture, the Notes, the Subsidiary GuaranteesSecurities, the Security Documents and the First Lien/Second Lien Intercreditor Agreement Agreements, and may waive any provision thereof (including the provisions of Section 4.08), with the written consent of the Issuers and the holders Holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least majority in principal amount of the Notes Securities then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for the NotesSecurities). However, without the consent of each holder Holder of an outstanding Note Security affected, no amendment mayan amendment, supplement or waiver may not:
(1i) reduce the amount of Notes Securities whose holders Holders must consent to an amendment,;
(2ii) reduce the rate of or extend the time for payment of interest on any Note,Security;
(3iii) reduce the principal of or change the Stated Maturity of any Note,Security (or reduce the amount of any payment of any installment of principal or change the due date in respect of the payment of any installment of principal) or reduce any applicable Exit Fee or change the due date therefor;
(4iv) reduce the premium payable upon the redemption or repurchase of any Note Security or change the dates on time at which any such premium is payable upon redemption Security may be redeemed or repurchased in accordance with Article III,3 or Section 4.08;
(5v) make any Note Security payable in money currency other than that stated in such Note,Security;
(6vi) expressly subordinate the Notes Securities or any Subsidiary Guarantee Guarantees in right of payment to any other Indebtedness of the Issuers Issuer or any Subsidiary Guarantor,Guarantor or adversely affect the priority of any Liens securing the Securities and the Guarantees, except as provided in the Intercreditor Agreements;
(7vii) impair the contractual right of any holder Holder to receive payment of principal of, of or premium, if any, and interest on such holderHolder’s Notes Securities on or after the due dates thereof (or the due date in respect of the payment of any installment of principal) therefor or to institute suit for the enforcement of any payment on or with respect to such holderHolder’s Note,Securities or to receive any applicable Exit Fee on or after the due date therefor or to institute suit for the enforcement of any payment thereon or with respect thereto;
(8) viii) make any change in Section 6.04 or the second sentence of this Section 9.02;
(ix) modify any Guarantees in any manner adverse to the Holders; or
(x) make any change in the amendment provisions or in the waiver provisions which require each holder’s consent, or
(9) make any change to the provisions of this Indenture, the First Lien/Second Lien Intercreditor Agreement Indenture or the Security Documents Intercreditor Agreements dealing with respect to the pro rata application of proceeds of Notes Collateral in respect that would adversely affect the non-consenting Holders of the Notes that results in the application of such proceeds in respect of the Notes on a less than pro rata basis to the holder of any NoteSecurities. Except as expressly provided by this Indenture, the Security Documents or the First Lien/Second Lien Intercreditor Agreement, without Without the consent of the holders Holders of at least 66.67% two-thirds in aggregate principal amount of the Notes then outstandingoutstanding Securities or as otherwise provided in any Intercreditor Agreement, no amendment amendment, supplement or waiver may release all or substantially all of the Notes Collateral from the Lien of this Indenture and the Security Documents with respect to the NotesSecurities. It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient supplement or waiver if such consent approves the substance thereof.
(b) Upon the request of the Issuer, and upon receipt by the Trustee of the documents described in Section 9.05, the Trustee shall join with the Issuer in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such modified or amended indenture that affects its own rights, duties or immunities under this Indenture or otherwise. After an amendment under this Section 9.02 becomes effective, the Issuers Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, provide to the holders Holders a written notice briefly describing such amendment. The failure to give such notice to all holdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.
Appears in 1 contract
With Consent of the Holders. The IssuersIssuer, the Company and the Trustee and/or the Collateral Agent may amend this Indenture, the Notes, the Subsidiary Guarantees, the Intercreditor Agreements and the Security Documents and the First Lien/Second Lien Intercreditor Agreement with the consent of the Issuers and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each holder of an outstanding Note affected, no an amendment maymay not:
(1) reduce the amount of Notes whose holders must consent to an amendment,
(2) reduce the rate of or extend the time for payment of interest on any Note,
(3) reduce the principal of or change the Stated Maturity of any Note,
(4) reduce the premium payable upon the redemption of any Note or change the dates on time at which any such premium is payable upon redemption Note may be redeemed in accordance with Article III,
(5) make any Note payable in money other than that stated in such Note,
(6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers Issuer or any Subsidiary Guarantor,
(7) impair the contractual 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 thereof therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s NoteNotes,
(8) make any change in the amendment provisions or in the waiver provisions which require each holder’s consentconsent or in the waiver provisions, or
(9) make any change to in the provisions of this Indenture, the First Lien/Second Lien Intercreditor Agreement or the Security Documents dealing with respect to the pro rata application of proceeds of Collateral in respect the Intercreditor Agreements or this Indenture that would adversely affect the holders of the Notes that results in the application of such proceeds in respect of the Notes on a less than pro rata basis to the holder of any NoteNotes. Except as expressly provided by this Indenture, the Security Documents or the First Lien/Second Lien Intercreditor Agreement, without the consent of the holders of at least 66.67% in aggregate principal amount of Notes then outstanding, no amendment may modify or release the Guarantee of Cott or any Significant Subsidiary in any manner adverse to the holders of the Notes. In addition, without the consent of the holders of at least 66.67% in aggregate principal amount of Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents with respect to the Notes. It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuers Issuer and the Company shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.
Appears in 1 contract
With Consent of the Holders. The IssuersIssuer, the Trustee and/or and the First-Priority Collateral Agent Agent, as applicable, may amend this Indenture, the Notes, the Holdings Guarantee, the Subsidiary Guarantees, the Security Documents and the First Lien/Second Lien Intercreditor Agreement with the consent of the Issuers Issuer and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each holder of an outstanding Note affected, no an amendment maymay not:
(1) reduce the amount of Notes whose holders must consent to an amendment,
(2) reduce the rate of or waive, forgive, defer, extend or postpone the time for payment of interest on any Note,
(3) reduce the principal of or change the Stated Maturity of any Note,
(4) reduce the premium (including, for the avoidance of doubt, the Applicable Premium, if any) payable upon the redemption of any Note or change the dates on which any such premium is payable upon redemption in accordance with pursuant to Article III,
(5) make any Note payable in money other than that stated in such Note,
(6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers Issuer or any Subsidiary Guarantor,
(7) impair the contractual right of any holder to receive payment of principal of, premiumpremium (including, for the avoidance of doubt, the Applicable Premium, if any), if any, and interest on such holder’s Notes Note on or after the due dates thereof therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Note,
(8) make any change in the amendment provisions or in the waiver provisions which require each holder’s consent, or,
(9) make amend, modify or waive, (x) Section 4.15 or the definition of “Material Intellectual Property”, (y) clause (C) of the last proviso set forth in Section 4.03(b)(xiv) or the last sentence of the fifth to last paragraph of Section 4.03 or (z) the proviso set forth at the end of Section 12.02(b),
(10) effect, directly or indirectly, any change waiver, amendment or modification that contractually subordinates, or has the effect of subordinating, (x) the Liens on any Collateral securing the Notes Obligations (other than Notes Obligations secured by Liens on Collateral that rank junior to the provisions Liens thereon securing the Notes) or (y) the Notes Obligations in right of this Indenturepayment to any other Indebtedness except, in each case, (A) pursuant to a transaction in which participation in such other Indebtedness is offered, on the First Lien/Second Lien Intercreditor Agreement same terms (including all economics, other than bona fide cash backstop fees (which may be in the form of original issue discount)) offered to all other providers (or the Security Documents with respect their Affiliates) of such Indebtedness, to the pro rata application of proceeds of Collateral in respect of the Notes that results in the application of such proceeds in respect holders of the Notes on a less than pro rata basis (determined based on the aggregate outstanding principal amount of Notes and the aggregate outstanding principal amount of any other Indebtedness (or commitments in respect thereof) that requires an offer to be made in connection therewith) or (B) in connection with a “debtor in possession” financing which is offered, on the same terms (including all economics, other than bona fide cash backstop fees (which may be in the form of original issue discount)) offered to all other providers (or their Affiliates) of such “debtor in possession” financing, to the holder holders of the Notes on a pro rata basis (determined based on the aggregate outstanding principal amount of Notes and the aggregate outstanding principal amount of any Noteother Indebtedness (or commitments in respect thereof) that requires an offer to be made in connection therewith),
(11) permit any waiver, amendment or modification to permit the incurrence of additional Indebtedness constituting Super-Priority Obligations that is not otherwise permitted to be incurred (including, for the avoidance of doubt, under this Indenture) except pursuant to a transaction in which participation in such other Indebtedness is offered, on the same terms (including all economics, other than bona fide cash backstop fees (which may be in the form of original issue discount)) offered to all other providers (or their Affiliates) of such Indebtedness, to the holders of the Notes on a pro rata basis (determined based on the aggregate outstanding principal amount of Notes and the aggregate outstanding principal amount of any other Indebtedness (or commitments in respect thereof) that requires an offer to be made in connection therewith),
(12) permit any waiver, amendment or modification to permit the incurrence of additional Indebtedness constituting Other First-Priority Obligations (other than Indebtedness constituting Super-Priority Obligations) that is not otherwise permitted to be incurred (including, for the avoidance of doubt, under this Indenture) except pursuant to a transaction in which participation in such other Indebtedness is offered, on the same terms (including all economics, other than bona fide cash backstop fees (which may be in the form of original issue discount)) offered to all other providers (or their Affiliates) of such Indebtedness, to the holders of the Notes on a pro rata basis (determined based on the aggregate outstanding principal amount of Notes and the aggregate outstanding principal amount of any other Indebtedness (or commitments in respect thereof) that requires an offer to be made in connection therewith),
(13) permit, directly or indirectly, the Issuer or any Subsidiary Guarantor to designate, or have the effect of designating, Restricted Subsidiaries as “Unrestricted Subsidiaries” (or similar term used to designate a Subsidiary that is not subject to the covenants set forth in this Indenture) under the Notes Documents, transfer to, or hold assets in, “Unrestricted Subsidiaries (or similar term), or the release, or have the effect of releasing, of any guarantee of the Obligations under the Notes Documents and any Lien on Collateral to secure any such guarantee, in each case, in connection with or following of the designation of any person as an “Unrestricted Subsidiary” (or similar term), or
(14) release, in a single transaction or series of related transactions, any Material Intellectual Property unless such Material Intellectual Property is sold or otherwise disposed of in a transaction permitted by this Indenture (as in effect on the date hereof). Except as expressly provided by this Indenture, the Security Documents or the First Lien/Second Lien Intercreditor Agreement, without the consent of the holders of at least 66.67% in an aggregate principal amount of the Notes then outstanding, no amendment or waiver may release release, in a single transaction or series of related transactions, all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents with respect to the Notes. For the avoidance of doubt, any amendment to this Indenture that would require the consent of each holder of an outstanding Note or each adversely affected holder of an outstanding Note in order to be effective pursuant to this Section 9.02 may not be implemented by amending Section 4.03 after the Issue Date to permit the issuance of Additional Notes with only the consent of holders of a majority in principal amount of the Notes then outstanding rather than the consent of each holder of an outstanding Note or each adversely affected holder of an outstanding Note that would otherwise be required to effect such amendment. It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuers Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.
Appears in 1 contract
With Consent of the Holders. (a) The Issuers, Company and the Trustee and/or the Collateral Agent may amend this Indenture, the Notes, the Subsidiary Guarantees, Intercreditor Agreement or the Security Documents and the First Lien/Second Lien Intercreditor Agreement with the written consent of the Issuers and the holders Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes) and any past default Default or compliance with any provisions hereof may be waived with the consent of the holders Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). HoweverNotwithstanding the foregoing, without the consent of each holder Holder of an outstanding Note affected, no amendment may:
(1i) reduce the amount of Notes whose holders Holders must consent to an amendment,
(2ii) reduce the rate of or extend the time for payment of interest on any Note,
(3iii) reduce the principal of or change the Stated Maturity of any Note,
(4iv) reduce the premium payable upon the redemption of any Note or change the dates on time at which any such premium is payable upon redemption Note may be redeemed in accordance with Article III3,
(5v) make any Note payable in money other than that stated in such Note,
(6vi) expressly subordinate the Notes or any Subsidiary Guarantee Note Guarantees to any other Indebtedness of the Issuers Company or any Subsidiary Note Guarantor,
(7vii) impair the contractual right of any holder Holder to receive payment of principal of, premium, if any, and interest on such holderHolder’s Notes on or after the due dates thereof therefor or to institute suit for the enforcement of any payment on or with respect to such holderHolder’s NoteNotes,
(8) viii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02,
(ix) except as otherwise expressly permitted under this Indenture, modify any Note Guarantee in any manner adverse in any material respect to the Holders, or
(x) make any change in the amendment provisions or in the waiver provisions which require each holder’s consent, or
(9) make any change to the provisions of this Indenture, the First Lien/Second Lien Intercreditor Agreement or this Indenture or, except as provided in the Intercreditor Agreement, any material change in the provisions in the Security Documents Documents, in each case dealing with respect to the pro rata application of proceeds of Collateral in upon the exercise of remedies with respect to such Collateral that would adversely affect the Holders of the Notes that results in Notes. In addition, subject to the application of such proceeds in respect terms of the Notes on a less than pro rata basis to the holder of any Note. Except as expressly provided by this Indenture, the Security Documents or the First Lien/Second Lien Intercreditor Agreement, without the consent of the holders Holders of at least 66.6766 2/3% in aggregate principal amount of the Notes then outstandingoutstanding (including consents obtained in connection with a tender offer or exchange for the Notes), no amendment or waiver may may, following the Springing Lien Trigger Date, release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents with respect to the Notes. It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuers Company shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders Holders a notice briefly describing such amendment. The failure to give such notice to all holdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.
Appears in 1 contract
With Consent of the Holders. The Issuers, (a) With the Trustee and/or the Collateral Agent may amend this Indenture, the Notes, the Subsidiary Guarantees, the Security Documents and the First Lien/Second Lien Intercreditor Agreement with the written consent of the Issuers and the holders Holders of not less than at least a majority in principal amount of the Securities delivered to the Company and the Trustee or the Notes then outstanding voting Collateral Agent, as applicable, the Company, when authorized by a single class resolution of the Board of Directors of the Company, and any past default the Trustee may enter into an indenture or compliance with indentures supplemental hereto, or amendments to this Indenture for the purpose of adding any provisions hereof may be waived with the consent to or changing in any manner or eliminating any of the holders provisions of at least majority this Indenture, the Securities or the Guarantees or of modifying in principal amount any manner the rights of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer Holders under this Indenture, the Securities, the Security Documents or exchange for the Notes). HoweverGuarantees; provided, however, that no such supplemental indenture shall, without the consent of each holder of an outstanding Note affected, no amendment mayHolder affected thereby:
(1i) change the Stated Maturity or reduce the principal amount of Notes whose holders must consent to an amendment,
(2) reduce or the rate of interest, or extend the time for payment of interest on of the Securities or any Note,
(3) reduce the principal of or change the Stated Maturity of any Note,
(4) reduce the premium payable upon the redemption of any Note the Securities, or change the dates on which any such premium is payable upon redemption in accordance with Article III,
(5) make any Note payable in money other than that stated in such Note,
(6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers or any Subsidiary Guarantor,
(7) impair the contractual 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 thereof or to institute suit for the enforcement of any payment on or after the due date thereof (including, in the case of redemption, on or after the redemption date), or alter any redemption provisions in a manner adverse to the Holders of the Securities or release any Subsidiary Guarantor under any Subsidiary Guarantee (except in accordance with respect to such holder’s Note,the terms of this Indenture or the Subsidiary Guarantee);
(8) make ii) reduce the percentage in principal amount of the Securities where the consent of the Holder is required for any change such amendment, supplemental indenture or waiver as provided for in the amendment provisions or in the waiver provisions which require each holder’s consent, this Indenture; or
(9iii) make modify any change to of the waiver provisions of this Indenture, the First Lien/Second Lien Intercreditor Agreement except to increase any required percentage or the Security Documents with respect to the pro rata application provide that certain other provisions of proceeds of Collateral in respect of the Notes that results in the application of such proceeds in respect of the Notes on a less than pro rata basis to the holder of any Note. Except as expressly provided by this Indenture, the Security Documents Indenture cannot be modified or the First Lien/Second Lien Intercreditor Agreement, waived without the consent of the holders Holder of at least 66.67% in aggregate principal amount each outstanding Security which would be affected. Notwithstanding the requirements of the Notes then outstandingSection 9.02(a), no any amendment to, or waiver may release of, the provisions of this Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Lien of Liens securing the Securities or otherwise modifies the Intercreditor Agreements or other Security Documents in any manner that is not contemplated thereunder or this Indenture will require the consent of the holders of at least 66.6% in aggregate principal amount of either (i) the Securities or (ii) the Securities and the Security Documents with respect to the Notesother CF Debt Obligations then outstanding, voting together. It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuers shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.
Appears in 1 contract
With Consent of the Holders. The IssuersExcept as otherwise provided in Section 9.01 or this Section 9.02, the Trustee and/or Issuer, the Trustee, and the Collateral Agent may amend or supplement this Indenture, the Notes, the Subsidiary Guarantees, the Security Documents and the First Lien/Second Lien or any Acceptable Intercreditor Agreement Agreement, with the consent of the Issuers Holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes) and any existing or past Default or Event of Default or compliance with any provisions of such documents may be waived with the holders consent of the Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least majority in principal amount of the Notes then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a the purchase of, or tender offer or exchange for the offer for, Notes). However, without the consent of each holder Holder of an outstanding Note affecteddirectly and adversely affected thereby, no amendment may:may (with respect to any Notes held by a non-consenting Holder):
(1a) reduce the percentage of the aggregate principal amount of Notes whose holders Holders must consent to an amendment,, supplement or waiver;
(2b) reduce the rate of or extend the time for payment of interest on any Note,Note;
(3c) reduce the principal of or change the Stated Maturity of any Note,Note;
(4d) reduce the premium payable upon the redemption of any Note or change the dates on time at which any such premium is payable upon redemption Note may be redeemed in accordance with Article III,paragraph 5 of such Note;
(5e) make any Note payable in money other than that stated in such Note,Note;
(6f) expressly subordinate make any change in the provisions of this Indenture relating to the rights of Holders to receive payments of principal of, or interest or premium, if any, on, the Notes (which, for the avoidance of doubt, shall not prohibit amendments to or waiver from Section 4.08 or Section 4.06 at any time prior to or after the occurrence of the relevant Change of Control or Asset Sale);
(g) make any change in the amendment or waiver provisions that require the Holders’ consent pursuant to Section 6.04 or the second sentence of this Section 9.02; or
(h) modify the ranking of the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers Issuer or any Subsidiary Guarantor,
(7) impair the contractual 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 thereof or to institute suit for the enforcement of any payment on or with respect to such holder’s Note,
(8) make any change in the amendment provisions or in the waiver provisions which require each holder’s consent, or
(9) make any change to the provisions of this Indenture, the First Lien/Second Lien Intercreditor Agreement or the Security Documents with respect to the pro rata application of proceeds of Collateral in respect of the Notes that results in the application of such proceeds in respect of the Notes on a less than pro rata basis to the holder of any Note. Except as expressly provided by this Indenture, the Security Documents or the First Lien/Second Lien Intercreditor Agreement, without the consent of the holders of at least 66.67% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents with respect to the Notes. It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, waiver or consent, but it shall be sufficient if such consent approves the substance thereof. After an For the avoidance of doubt, no amendment under this Section 9.02 becomes effective, the Issuers shall mailto, or otherwise deliver in accordance with the procedures deletion of any of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, covenants described under Article 4 or any defect thereinSection 5.01, shall not be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the validity Notes. Upon the request of an amendment under the Issuer accompanied by a resolution of the Board of Directors of the Issuer authorizing the execution of any supplemental indenture entered into to effect any such amendment, supplement or waiver, and upon receipt by the Trustee of the documents described in Section 9.06, the Trustee, subject to its rights in Section 9.06, shall join with the Issuer in the execution of such supplemental indenture. Notwithstanding the foregoing, the Issuer and any Holder, acting in its individual capacity, may agree to any amendment, waiver or other modification of this Section 9.02Indenture, the Notes held by such Holder, the Guarantees and/or the Security Documents, in each case, that is directly adverse to such Holder (including, without limitation, (i) any waiver of, or extension of the time of payment relating to, any payment of interest, principal or other Obligations in respect of the Notes held by such Holder and (ii) any extension of the maturity date of any Note held by such Holder), without the consent of any other Holder, the Trustee or any other Person (and, for the avoidance of doubt, such amendment, waiver or other modification shall be binding only on such Holder and its transferees and shall not require the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding). In addition, without the consent of the Holders of at least 66⅔% in principal amount of the Notes then outstanding, no amendment, supplement or waiver may (i) modify any Security Document or the provisions in this Indenture dealing with the Collateral or the Security Documents that would have the impact of releasing all or substantially all of the Collateral from the Liens created by Security Documents (except as permitted by the terms of this Indenture and the Security Documents) or (ii) change or alter the priority of the security interests in the Collateral created by the Security Documents.
Appears in 1 contract
With Consent of the Holders. The Issuers(a) Except as otherwise provided in this Section 9.02, the Company, the Guarantors and the Trustee and/or the Collateral Agent may amend or supplement this Indenture, the Notes, the Subsidiary Guarantees, Note Guarantees or the related Security Documents and the First Lien/Second Lien Intercreditor Agreement with the consent of the Issuers and the holders Holders of at least a majority in principal amount of the Notes then outstanding voting as (including, without limitation, consents obtained in connection with a single class purchase of, or a tender offer or exchange offer for, Notes), and, subject to Section 6.04 and Section 6.07, any past default Default or Event of Default or non-compliance with with, or requirement for future compliance with, any provisions hereof provision of this Indenture, the Notes, the Note Guarantees or the Security Documents may be waived with the consent of the holders Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange for the offer for, Notes). However, without the consent of each holder Holder of an outstanding Note affected, no amendment may:an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1i) reduce the principal amount of Notes whose holders Holders must consent to an amendment,, supplement or waiver;
(2ii) reduce the rate of or extend change the time for payment of interest on on, any Note,;
(3iii) reduce the principal of or change the Stated Maturity of any Note,;
(4iv) waive or reduce the any payment or premium payable upon the redemption or purchase of any Note or change the dates on time at which any such premium is payable upon redemption Note may be redeemed as described in accordance with Article III,Section 3.01;
(5v) make any Note payable in money or currency other than that stated in such Note,;
(6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers or any Subsidiary Guarantor,
(7vi) impair the contractual right of any holder Holder to receive payment of principal of, premium, premium (if any) or interest on, and interest on such holderHolder’s Notes on or after the due dates thereof therefor (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration) or the right to institute suit for the enforcement of any payment on or with respect to such holderHolder’s Note,Notes;
(8) vii) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premium (if any) or interest on, the Notes;
(viii) make any change in the amendment provisions or in the and waiver provisions herein which require each holderHolder’s consent;
(ix) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture;
(x) expressly subordinate such Note or any Note Guarantee to any other Indebtedness of the Company or any Guarantor or make any other change in the ranking or priority of any Note that would materially and adversely affect the Holders;
(xi) amend, change or modify the obligation of the Company to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with Section 4.06 after the obligation to make such Asset Sale Offer has arisen, or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 4.09 after such Change of Control has occurred, including, in each case, amending, changing or modifying any definition relating thereto;
(xii) except as otherwise permitted under this Indenture, consent to the assignment or transfer by the Company or any Guarantor of any of their rights or obligations under this Indenture; or
(9xiii) make any change to in the provisions of this Indenture, the First Lien/Second Lien Intercreditor Agreement or the Security Documents or the Indenture dealing with respect to the pro rata application of proceeds of Collateral in respect that would adversely affect the Holders of the Notes that results in Notes.
(b) The Company may, but shall not be obligated to, fix a record date for the application purpose of determining the Persons entitled to consent to any amendment, supplement or waiver of this Indenture. If a record date is fixed, the Holders on such proceeds in respect record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such amendment, supplement or waiver, whether or not such Holders remain Holders after such record date; provided that, unless such consent shall have become effective by virtue of the Notes on a less than pro rata basis requisite percentage having been obtained prior to the holder date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect.
(c) Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any Note. Except as expressly provided by such amendment, supplement or waiver of this Indenture, and upon the Security Documents or filing with the First Lien/Second Lien Intercreditor Agreement, without Trustee of evidence satisfactory to the Trustee of the consent of the holders Holders of at least 66.67% in aggregate principal amount Notes as aforesaid, and upon receipt by the Trustee of the Notes then outstandingdocuments described in Section 7.02(b), no amendment the Trustee shall join with the Company and the Guarantors in the execution of such amendment, supplement or waiver may release all unless such amendment, supplement or substantially all of waiver directly affects the Collateral from the Lien of Trustee’s own rights, duties or immunities under this Indenture and or otherwise, in which case the Security Documents with respect to the Notes. It Trustee may in its discretion, but shall not be necessary for the consent of the holders obligated to, enter into such amendment, supplement or waiver.
(d) After an amendment, supplement or waiver under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 Article Nine becomes effective, the Issuers Company shall mail, or otherwise deliver in accordance with the procedures of the Depository, mail to the holders Holders a notice briefly describing such amendment, supplement or waiver. The failure to give such notice to all holdersHolders, or any defect therein, shall not impair or affect the validity of an amendment, supplement or waiver under this Article Nine.
(e) Subject to Section 11.07, without the consent of the Holders of at least two-thirds in aggregate principal amount of the Notes then outstanding, no amendment to, or waiver of, the provisions of the Indenture or the Security Documents that has the effect of releasing all or substantially all of the Collateral from the Liens of this Indenture and the Security Documents shall be effective (but only to the extent any such consent is required under the Collateral Trust Agreement).
(f) It shall not be necessary for the consent of the Holders under this Section 9.029.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.
Appears in 1 contract
Sources: Indenture (Office Depot Inc)
With Consent of the Holders. The Issuers(a) Except as provided in Section 9.1(b) and Section 9.2, the Trustee and/or the Collateral Agent may amend this Indenture, the NotesNotes or the Note Guarantees may be amended or supplemented by the Issuer, the Subsidiary Guarantees, the Security Documents Guarantors and the First Lien/Second Lien Intercreditor Agreement Trustee with the consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) of the Issuers and the holders Holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class (excluding any Notes held by the Issuer or any of its Affiliates), and any past default existing Default or Event of Default or compliance with any provisions hereof provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the holders Holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange for offer for, the Notes). However, without .
(b) Without the consent of each holder of an outstanding Note Holder affected, no amendment mayan amendment, supplement or waiver may not:
(1i) reduce the principal amount of Notes whose holders Holders must consent to an amendment,, supplement or waiver;
(2ii) reduce the stated rate of interest or extend change or have the effect of changing the stated time for payment of interest on any Note,Note (for the avoidance of doubt, changing the period provided for any repurchase or redemption notice under this Indenture and the Notes is not limited by this clause);
(3iii) reduce the principal amount of or change or have the effect of changing the Stated Maturity of any Note,;
(4iv) reduce waive a Default or Event of Default in the premium payable upon the redemption of any Note or change the dates on which any such premium is payable upon redemption in accordance with Article III,
(5) make any Note payable in money other than that stated in such Note,
(6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers or any Subsidiary Guarantor,
(7) impair the contractual right of any holder to receive payment of principal of, premium, if any, or interest on 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 payment default and a waiver of the payment default that resulted from such acceleration);
(v) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.3, Section 4.1(e) and Section 4.4, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (for the avoidance of doubt, changing the period provided for any repurchase or redemption notice under this Indenture and the Notes is not limited by this clause);
(vi) make any Note payable in a currency other than that stated in the Note;
(vii) impair the right of any Holder to receive payment of principal, premium, if any, or interest on such holderHolder’s Notes on or after the due dates thereof therefor or to institute suit for the enforcement of any payment on or with respect to such holderHolder’s Note,Notes;
(8) viii) make any change in the amendment provisions or in the waiver provisions which require each holderHolder’s consent, or;
(9ix) make any change to in Section 2.12 that adversely affects the provisions rights of this Indenture, Holders (or beneficial owners) or amend the First Lien/Second Lien Intercreditor Agreement or the Security Documents with respect to the pro rata application of proceeds of Collateral in respect terms of the Notes in a way that results would result in a loss of exemption from or reduction in any applicable Taxes; or
(x) modify the application of such proceeds Note Guarantees in respect of the Notes on a less than pro rata basis any manner adverse to the holder of any Note. Except as expressly provided by this Indenture, the Security Documents or the First Lien/Second Lien Intercreditor Agreement, without the consent of the holders of at least 66.67% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents with respect to the Notes. It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuers shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Holders.
Appears in 1 contract
Sources: Indenture (Auna S.A.)
With Consent of the Holders. The Issuers(a) This Indenture, the Trustee Notes, the Guarantees, the Security Documents and/or the Collateral Agent ABL/Cash Flow Intercreditor Agreement, as applicable, may amend be amended, and any past Default or compliance with any provisions of this Indenture, the Notes, the Subsidiary Guarantees, the Security Documents and and/or the First LienABL/Second Lien Cash Flow Intercreditor Agreement Agreement, as applicable, may be waived, with the consent of the Issuers Company and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes)class. However, without the consent of each holder of an outstanding Note affected, no amendment or waiver may:
(1) reduce the amount of Notes whose holders must consent to an amendment,;
(2) reduce the rate of or extend the time for payment of interest on any Note,;
(3) reduce the principal of or change the Stated Maturity (including the Springing Maturity Date, if earlier) of any Note,;
(4) reduce the premium payable upon the redemption of any Note or change the dates on time at which any such premium is payable upon redemption Note may be redeemed in accordance with Article III,;
(5) make any Note payable in money other than that stated in such Note,;
(6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers Company or any Subsidiary Guarantor,; or
(7) impair the contractual 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 thereof or to institute suit for the enforcement of any payment on or with respect to such holder’s Note,
(8) make any change in the amendment provisions or in the waiver provisions which require each holder’s consent, orconsent or in the waiver provisions.
(9b) make any change to the provisions of this Indenture, the First Lien/Second Lien Intercreditor Agreement or the Security Documents with respect to the pro rata application of proceeds of Collateral in respect of the Notes that results in the application of such proceeds in respect of the Notes on a less than pro rata basis to the holder of any Note. Except as expressly provided by this Indenture, the Security Documents or the First Lien/Second Lien Intercreditor AgreementIn addition, without the consent of the holders of at least 66.6766 2/3% in aggregate principal amount of the Notes then outstanding, no amendment an amendment, supplement or waiver may not:
(a) modify any Security Document or the provisions of this Indenture dealing with the Security Documents or application of trust moneys under the Security Documents, or (b) release a Lien in the Security Documents securing the Notes on all or substantially all of the Collateral from Collateral, or otherwise release any Collateral, in any manner materially adverse to the Lien holders of the Notes, other than in accordance with this Indenture and Indenture, the Security Documents with respect and the ABL/Cash Flow Intercreditor Agreement; or
(2) modify the ABL/Cash Flow Intercreditor Agreement in any manner materially adverse to the Notes. holders of the Notes other than in accordance with this Indenture, the Security Documents and the ABL/Cash Flow Intercreditor Agreement.
(c) It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. .
(d) After an amendment under this Section 9.02 becomes effective, the Issuers Company shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.
Appears in 1 contract
With Consent of the Holders. The Issuers(a) Except as otherwise provided in this Section 9.02, the Company, the Guarantors and the Trustee and/or the Collateral Agent may amend or supplement this Indenture, the Notes, the Subsidiary Guarantees, Note Guarantees or the related Security Documents and the First Lien/Second Lien Intercreditor Agreement with the consent of the Issuers and the holders Holders of at least a majority in principal amount of the Notes then outstanding voting as (including, without limitation, consents obtained in connection with a single class purchase of, or a tender offer or exchange offer for, Notes), and, subject to Section 6.04 and Section 6.07, any past default Default or Event of Default or non-compliance with with, or requirement for future compliance with, any provisions hereof provision of this Indenture, the Notes, the Note Guarantees or the Security Documents may be waived with the consent of the holders Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including Additional Notes, if any) (including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange for the offer for, Notes). However, without the consent of each holder Holder of an outstanding Note affected, no amendment may:an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1i) reduce the principal amount of Notes whose holders Holders must consent to an amendment,, supplement or waiver;
(2ii) reduce the rate of or extend change the time for payment of interest on on, any Note,;
(3iii) reduce the principal of or change the Stated Maturity of any Note,;
(4iv) waive or reduce the any payment or premium payable upon the redemption of any Note or change the dates on time at which any such premium is payable upon redemption Note may be redeemed as described in accordance with Article III,Section 3.01;
(5v) make any Note payable in money or currency other than that stated in such Note,;
(6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers or any Subsidiary Guarantor,
(7vi) impair the contractual right of any holder Holder to receive payment of principal of, premium, or premium (if any), and interest on or Additional Interest (if any) on, such holderHolder’s Notes on or after the due dates thereof therefor (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration) or the right to institute suit for the enforcement of any payment on or with respect to such holderHolder’s Note,Notes;
(8) vii) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or premium (if any), interest or Additional Interest (if any) on, the Notes;
(viii) make any change in the amendment provisions or in the and waiver provisions herein which require each holderHolder’s consent;
(ix) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture;
(x) expressly subordinate such Note or any Note Guarantee to any other Indebtedness of the Company or any Guarantor or make any other change in the ranking or priority of any Note that would adversely affect the Holders;
(xi) amend, change or modify the obligation of the Company to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with Section 4.06 after the obligation to make such Asset Sale Offer has arisen, or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 4.08 after such Change of Control has occurred, including, in each case, amending, changing or modifying any definition relating thereto;
(xii) except as otherwise permitted under Section 4.11 and Section 5.01, consent to the assignment or transfer by the Company or any Guarantor of any of their rights or obligations under this Indenture; or
(9xiii) make any change to in the provisions of this Indenture, the First Lien/Second Lien Intercreditor Agreement or the Security Documents or the Indenture dealing with respect to the pro rata application of proceeds of Collateral in respect that would adversely affect the Holders of the Notes that results in Notes.
(b) The Company may, but shall not be obligated to, fix a record date for the application purpose of determining the Persons entitled to consent to any amendment, supplement or waiver of this Indenture. If a record date is fixed, the Holders on such proceeds in respect record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such amendment, supplement or waiver, whether or not such Holders remain Holders after such record date; provided that, unless such consent shall have become effective by virtue of the Notes on a less than pro rata basis requisite percentage having been obtained prior to the holder date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect.
(c) Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any Note. Except as expressly provided by such amendment, supplement or waiver of this Indenture, and upon the Security Documents or filing with the First Lien/Second Lien Intercreditor Agreement, without Trustee of evidence satisfactory to the Trustee of the consent of the holders Holders of at least 66.67% in aggregate principal amount Notes as aforesaid, and upon receipt by the Trustee of the Notes then outstandingdocuments described in Section 7.02(b), no amendment the Trustee shall join with the Company and the Guarantors in the execution of such amendment, supplement or waiver may release all unless such amendment, supplement or substantially all of waiver directly affects the Collateral from the Lien of Trustee’s own rights, duties or immunities under this Indenture and or otherwise, in which case the Security Documents with respect to the Notes. It Trustee may in its discretion, but shall not be necessary for the consent of the holders obligated to, enter into such amendment, supplement or waiver.
(d) After an amendment, supplement or waiver under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 ARTICLE Nine becomes effective, the Issuers Company shall mail, or otherwise deliver in accordance with the procedures of the Depository, mail to the holders Holders a notice briefly describing such amendment, supplement or waiver. The failure to give such notice to all holdersHolders, or any defect therein, shall not impair or affect the validity of an amendment, supplement or waiver under this ARTICLE Nine.
(e) Subject to Section 11.08, without the consent of the Holders of at least two-thirds in aggregate principal amount of the Notes then outstanding, no amendment to, or waiver of, the provisions of the Indenture or the Security Documents that has the effect of releasing all or substantially all of the Collateral from the Liens of the Indenture and the Security Documents shall be effective (but only to the extent any such consent is required under the Collateral Trust Agreement).
(f) It shall not be necessary for the consent of the Holders under this Section 9.029.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.
Appears in 1 contract
Sources: Indenture (Acco Brands Corp)
With Consent of the Holders. (a) The IssuersIssuer, Holdings I, Senior Note Guarantors, the Trustee and/or and the Collateral Security Agent may amend this Indenture, the NotesSecurities, the Subsidiary GuaranteesIntercreditor Agreement, any Additional Intercreditor Agreement, the Senior Notes Proceeds Loan and the Security Documents and the First Lien/Second Lien Intercreditor Agreement with the consent of the Issuers and the holders Holders of at least a majority in principal amount of the Notes Securities then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes)Securities) and any past default of compliance with any provisions may be waived with the consent of Holders of a majority in principal amount of the Securities then outstanding. However, without the consent of each holder the Holders of not less than 90% of the then outstanding aggregate principal amount of the Securities, an outstanding Note affected, no amendment mayor waiver may not:
(1i) reduce the amount of Notes Securities whose holders Holders must consent to an amendment,;
(2ii) reduce the rate of or extend the time for payment of interest on any Note,Security;
(3iii) reduce the principal of or change extend the Stated Maturity of any Note,Security;
(4iv) reduce the premium or amount payable upon the redemption of any Note or Security, change the dates on time at which any such premium is payable upon redemption Security may be redeemed in accordance with Article III,III or Paragraphs 5 or 6 of the Securities;
(5v) make any Note Security payable in money other than that stated in such Note,Security;
(6vi) expressly subordinate the Notes Securities or any Subsidiary Senior Note Guarantee to any other Indebtedness of the Issuers Issuer, Holdings I or any Subsidiary Guarantor,Senior Note Guarantor not otherwise permitted by this Indenture;
(7vii) impair the contractual right of any holder Holder to receive payment of principal of, premium, if any, and interest on such holderHolder’s Notes Securities on or after the due dates thereof therefor or to institute suit for the enforcement of any payment on or with respect to such holderHolder’s Note,Securities;
(8) viii) release the Security Interest granted for the benefit of the Holders in the Collateral other than pursuant to the terms of the Security Documents or as otherwise permitted by this Indenture;
(ix) make any change in Section 6.04 or the second sentence of this Section 9.02;
(x) change the currency of the Senior Note Proceeds Loan, decrease the rate, change the time for payment, change the manner of payment of interest, decrease the principal or extend the maturity date of any principal payment on the Senior Note Proceeds Loan, or change the ranking of the Senior Note Proceeds Loan in a manner adverse to the Holders;
(xi) change the restrictions in the Intercreditor Agreement restricting payment blockage or enforcement of the Senior Note Proceeds Loan in any manner adverse to the interests of the Holders in any material respect; or
(xii) make any change in the amendment provisions or in the waiver provisions which require each holder’s consent, or
(9) make any change to the provisions of this Indenture, the First Lien/Second Lien Intercreditor Agreement or the Security Documents with respect to the pro rata application of proceeds of Collateral in respect of the Notes that results in the application of such proceeds in respect of the Notes on a less than pro rata basis to the holder of any Note. Except as expressly provided by this Indenture, the Security Documents or the First Lien/Second Lien Intercreditor Agreement, without the consent of the holders of at least 66.67% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien Section 4.15 of this Indenture and that adversely affects the Security Documents with respect rights of any Holder or amend the terms of the Securities or this Indenture in a way that would result in the loss of an exemption from any of the Taxes described thereunder unless the Issuer, Holdings I or any Restricted Subsidiary agrees to the Notespay any Additional Amounts that arise as a result. It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuers Issuer shall mail, mail (or otherwise deliver in accordance with the procedures of the Depository, applicable Euroclear and Clearstream procedures) to the holders Holders a notice briefly describing such amendment. The However, the failure to give such notice to all holdersHolders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an the amendment under this Section 9.02.
Appears in 1 contract
With Consent of the Holders. (a) The Issuers, Issuer and the Trustee and/or the Collateral Agent may amend this Indenture, the Notes, the Subsidiary GuaranteesNew Intercreditor Agreements, the Junior Priority Intercreditor Agreements or the Security Documents and the First Lien/Second Lien Intercreditor Agreement with the written consent of the Issuers and the holders Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes) and any past default Default or compliance with any provisions hereof may be waived with the consent of the holders Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). HoweverNotwithstanding the foregoing, without the consent of each holder Holder of an outstanding Note affected, no amendment may:
(1i) reduce the amount of Notes whose holders Holders must consent to an amendment,
(2ii) reduce the rate of or extend the time for payment of interest on any Note,
(3iii) reduce the principal of or change the Stated Maturity of any Note,
(4iv) reduce the premium payable upon the redemption of any Note or change the dates on time at which any such premium is payable upon redemption Note may be redeemed in accordance with Article III,
(5v) make any Note payable in money other than that stated in such Note,
(6vi) expressly subordinate the Notes or any Subsidiary Guarantee Note Guarantees to any other Indebtedness of the Issuers Issuer or any Subsidiary Note Guarantor,
(7vii) impair the contractual right of any holder Holder to receive payment of principal of, premium, if any, and interest on such holderHolder’s Notes on or after the due dates thereof therefor or to institute suit for the enforcement of any payment on or with respect to such holderHolder’s NoteNotes,
(8) viii) make any change in Section 6.04 or 6.07 or the amendment provisions or in the waiver provisions which require each holder’s consentsecond sentence of this Section 9.02, or
(9ix) make any change to the provisions of except as otherwise expressly permitted under this Indenture, the First Lien/Second Lien Intercreditor Agreement or the Security Documents with modify any Note Guarantee in any manner adverse in any material respect to the pro rata application of proceeds of Collateral in respect Holders. In addition, subject to the terms of the Notes that results in New Intercreditor Agreements and the application of such proceeds in respect of the Notes on a less than pro rata basis to the holder of any Note. Except as expressly provided by this Indenture, the Security Documents or the First Lien/Second Lien Junior Priority Intercreditor AgreementAgreements, without the consent of the holders Holders of at least 66.6766 2/3% in aggregate principal amount of the Notes then outstandingoutstanding (including consents obtained in connection with a tender offer or exchange for the Notes), no amendment or waiver may (i) release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents with respect to the Notes, subject to the terms of the New Intercreditor Agreements and the Junior Priority Intercreditor Agreements or (ii) make any change in the provisions in the New Intercreditor Agreements, the Junior Priority Intercreditor Agreements or this Indenture or any material change in the provisions in the Security Documents, in each case dealing with the application of proceeds of Collateral upon the exercise of remedies with respect to such Collateral that would adversely affect the Holders of the Notes. It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuers Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders Holders a notice briefly describing such amendment. The failure to give such notice to all holdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.
Appears in 1 contract
With Consent of the Holders. The Issuers, the Trustee and/or and the Notes Collateral Agent may amend this Indenture, the Notes, the Subsidiary Guarantees, the Intercreditor Agreements and the Security Documents and the First Lien/Second Lien Intercreditor Agreement with the consent of the Issuers and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting together as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each holder of an outstanding Note affected, no an amendment maymay not:
(1) reduce the amount of Notes whose holders must consent to an amendment,
(2) reduce the rate of or extend the time for payment of interest on any Note,
(3) reduce the principal of or change the Stated Maturity of any Note,
(4) reduce the premium payable upon the redemption of any Note or change the dates on which any such premium is payable upon redemption in accordance with Article III,
(5) make any Note payable in money other than that stated in such Note,
(6) expressly subordinate the Notes or any related Subsidiary Guarantee to any other Indebtedness of the Issuers an Issuer or any Subsidiary Guarantor,
(7) impair the contractual 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 thereof therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s NoteNotes,
(8) make any change in the amendment provisions or in the waiver provisions which require each holder’s consent, or
(9) make any change to in the provisions of this Indenture, the First Lien/Second Lien Intercreditor Agreement Indenture or the Security Documents Intercreditor Agreements with respect to the requirement for pro rata application of proceeds of Collateral in respect of the Notes in a manner that by its terms results in the required application of such proceeds in respect of the Notes to be on a less than pro rata basis to the holder of any such Note. Except as expressly provided by this Indenture, without the Security Documents consent of holders of at least 66.67% in principal amount of Notes then outstanding, no amendment may modify or release the First Lien/Second Lien Intercreditor AgreementSubsidiary Guarantee of any Significant Subsidiary in any manner adverse to the holders of the Notes. In addition, without the consent of the holders of at least 66.67% in an aggregate principal amount of the Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents with respect to the Notes. It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuers shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.
Appears in 1 contract
Sources: Indenture (EP Energy Corp)
With Consent of the Holders. The Issuers(a) Subject to Section 10.06, and only with the written consent of the Required Holders, the Trustee and/or Issuer, the Guarantor, the Trustee, the Principal Paying Agent and the Collateral Agent may may, from time to time and at any time, amend or supplement this Indenture, the Notes, Guaranty or the Subsidiary GuaranteesSecurity Documents or enter into a written Indenture Supplement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Security Documents and or any Note or of modifying in any manner the First Lien/Second Lien Intercreditor Agreement with the consent rights of the Issuers and Holders in respect thereof.
(b) Notwithstanding anything to the holders of at least a majority contrary in principal amount of the preceding paragraph, no amendment or waiver to this Indenture or the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). Howevershall, without the consent of each holder of an outstanding Note affected, no amendment maythe Holders adversely affected directly thereby:
(1i) reduce the percentage of the principal amount of the Notes whose holders Holders must consent to an amendment,, supplement or waiver of any provision of this Indenture or the Notes;
(2ii) reduce the stated rate of or extend the stated time for payment of interest interest, including defaulted interest, or Additional Amounts on any Note,Notes;
(3iii) reduce the principal of any of the Notes, change the principal installment amount on any Notes, change the fixed final maturity of any Notes or extend any Principal Payment Date or change the Stated Maturity of any Note,
(4) reduce the premium payable upon the redemption of any Note or change the dates date on which any such premium is payable upon Notes are subject to redemption in accordance with Article III,or reduce the redemption price therefor;
(5iv) except as expressly contemplated by the Transaction Documents, dispose of any Collateral;
(v) make any Note payable in money other than that stated in such Note,the Notes;
(6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers or any Subsidiary Guarantor,
(7vi) impair the contractual right of any holder each Holder to receive payment of principal of, premiumpremium (if any), interest and Additional Amounts, if any, and interest on such holder’s Notes Note on or after the due dates date thereof or to institute suit for the enforcement of any payment on or with respect to enforce such holder’s Note,payment;
(8) vii) subordinate the Notes in right of payment to any other Indebtedness of the Issuer;
(viii) make any change in the preceding amendment provisions or in the and waiver provisions which require each holderHolder’s consent, or
(9) make any change to the provisions of this Indenture, the First Lien/Second Lien Intercreditor Agreement or the Security Documents with respect to the pro rata application of proceeds of Collateral in respect of the Notes that results in the application of such proceeds in respect of the Notes on a less than pro rata basis to the holder of any Note. Except as expressly provided by this Indenture, the Security Documents or the First Lien/Second Lien Intercreditor Agreement, without Without the consent of the holders of at least 66.6766 2/3% aggregate in aggregate principal amount of the Notes then outstandingoutstanding Notes, no amendment amendment, supplement or waiver may release all or substantially all any Lien on Collateral granted for the benefit of the Collateral from Secured Parties, except in accordance with the Lien terms of this Indenture and the relevant Security Documents with respect to the Notesand this Indenture. It shall not be necessary for the The consent of the holders under this Section 9.02 Holders is not necessary hereunder to approve the particular form of any proposed amendment, but it shall be . It is sufficient if such consent approves the substance thereofof the proposed amendment. After an amendment under this Section 9.02 Indenture becomes effective, the Issuers shall mail, or otherwise deliver in accordance with Issuer will be required to give notice to the procedures Official List of the DepositoryLuxembourg Stock Exchange and the Holders as provided under Section 10.06, to the holders a notice briefly describing such amendment. The failure to give such notice to all holdersHolders, or any defect therein, shall will not impair or affect the validity of an amendment under such amendment. For purposes of Section 9.01 and this Section 9.02, each of the Trustee, the Principal Paying Agent and the Collateral Agent will be entitled to rely solely on an Opinion of Counsel to the effect that such amendment, modification or supplement, is authorized or permitted by the terms and conditions of this Indenture.
Appears in 1 contract
With Consent of the Holders. The Issuers, the Trustee and/or the Collateral Agent may amend this Indenture, the Notes, the Subsidiary Guarantees, the Security Documents Issuers and the First Lien/Second Lien Intercreditor Agreement Trustee may amend any of the Note Documents, and any past Default or compliance with any provisions of any of the Note Documents may be waived, with the consent of the Issuers and the holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes)outstanding. However, without the consent of each holder of an outstanding Note affected, no amendment or waiver may:
(1) reduce the amount of Notes whose holders must consent to an amendment,
(2) reduce the rate of or extend or waive the time for payment of interest on any Note, or extend or waive the grace period with respect to the failure to pay interest on any Note,
(3) reduce the principal of or change the Stated Maturity of any Note,
(4) reduce the premium payable upon the redemption redemption, acceleration, or repurchase of any Note or change the dates on time at which any such premium is payable upon redemption Note may be redeemed in accordance with Article III,
(5) make any Note (including principal, interest and any premium payable thereunder) payable in money other than that stated in such Note,
(6) expressly (A) subordinate in right of payment the First Priority Notes or any Subsidiary Guarantee Obligations to any other Indebtedness of Issuer, the Issuers US Co-Issuer or any Subsidiary Guarantor,Guarantor (including, without limitation, any indebtedness Incurred under this Indenture) (including through permitting the Incurrence of any new First-Out Term Loans or Indebtedness that has the same lien and payment priority relative to the Notes as the First-Out Term Loans in each case other than any Increased Amount in respect thereof or as permitted pursuant to this Indenture as in effect immediately prior to giving effect to such waiver, amendment or modification) or (B) subordinate the Liens securing the Notes or any Guarantee to any other Liens securing Indebtedness of any Notes Party (including, without limitation, Liens Incurred under the Note Documents) except (a) Permitted Liens described in clauses (a) (to the extent such Lien secures Permitted Refinancing Indebtedness (or, in the case of obligations that are not Indebtedness, any refinancing) in respect of Indebtedness or obligations existing on the Issue Date, which Indebtedness or obligations were secured by Liens senior in priority to the Liens securing the First Priority Notes Obligations), (c) (including Liens securing Permitted Refinancing Indebtedness in respect of Indebtedness incurred pursuant to Section 4.03(b)(viii) which Indebtedness was secured by Liens senior in priority to the Liens securing the First Priority Notes Obligations), (i), (j), (v) or (z) of the definition of “Permitted Lien”, or (c) in accordance with a financing to one or more of the Issuer, the US Co-Issuer or any Guarantor pursuant to Section 364 of the Bankruptcy Code or any similar bankruptcy or insolvency law (so long as each holder of the Notes affected thereby shall have been provided with a bona fide opportunity to provide such other indebtedness on the same terms and conditions, including receipt of fees and other similar benefits on a pro rata basis based on outstanding principal amount of the Notes), subject to the terms of the Issue Date Intercreditor Agreement
(7) impair the contractual 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 thereof therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s NoteNotes,
(8) except in accordance with paragraph (1) below, make any change in the amendment provisions of the Note Documents dealing with the application of proceeds of First Lien Collateral or the payment waterfall (including Section 2.01(a) of the Issue Date Intercreditor Agreement) that would, in either case, adversely affect the waiver holders of the Notes in any respect or amend the provisions which require each holder’s consentof the Note Documents in a manner that would by its terms alter the pro rata sharing of payments required thereby, or
(9) make any change to amend or modify the provisions of this IndentureSection 3.01, the First Lien/Second Lien Intercreditor Agreement Section 3.04, Section 3.05, Section 3.09 or the Security Documents Section 3.10, solely with respect to the pro rata nature of any redemption, repurchase, offer, payment, application or sharing of proceeds of Collateral in respect of payments described therein. Notwithstanding the Notes that results in the application of such proceeds in respect of the Notes on a less than pro rata basis foregoing, no amendment, supplement, modification or waiver may:
(1) subject to the holder of any Note. Except as expressly provided by this Indenture, the Security Documents or the First Lien/Second Lien Intercreditor AgreementNoteholder Participation Rights, without the consent of the Issuers and the holders of at least 66.6766 2/3% in principal amount of the Notes then outstanding, make any change to this Indenture and the other Note Documents (A) to permit the issuance of notes under this Indenture other than the Initial Notes or permit the Incurrence of any Indebtedness secured by any Liens on the First Lien Collateral ranking pari passu with the Liens securing the First Priority Note Obligations and (B) include appropriately the holders of such notes in the relevant provisions of this Indenture; provided, that any such notes shall be disregarded for purposes of determining compliance with any specified voting threshold if incurred substantially concurrently with any such determination or for the purpose of achieving a specified voting threshold; or
(2) except in accordance with Section 9.01 or paragraph (1) immediately above, without the consent of each holder of an outstanding Note, amend this Article IX or any other provision hereof specifying the number or percentage of holders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder; or In addition, no amendment, supplement or waiver may:
(1) amend, modify, or waive the provisions of Section 12.02 or any other provision of this Indenture providing for the release of the Guarantees with respect to the Notes;
(2) amend or modify the definition of “Unrestricted Subsidiary”;
(3) amend or modify any other provision of this Indenture to permit the creation or existence of Unrestricted Subsidiaries, or any Restricted Subsidiary that would be “unrestricted” or otherwise excluded from the requirements, taken as a whole, applicable to Restricted Subsidiaries pursuant to the Note Documents, not permitted by the terms of this Indenture without giving effect thereto;
(4) amend or modify any provision of this Indenture to permit additional Investments (including Guarantees of Indebtedness of) in, Restricted Payments or Dispositions to any Unrestricted Subsidiary not permitted by the terms of this Indenture without giving effect thereto; and
(5) permit any transfer of Material Intellectual Property by any Notes Party to any Restricted Subsidiary (other than a Notes Party) or any Unrestricted Subsidiary not permitted by the terms of this Indenture without giving effect thereto, in each case, without the consent of (A) the holders of at least 85% in aggregate principal amount of the Notes then outstanding, no amendment so long as any such amendment, modification or waiver may release all is undertaken in good faith for the purpose of material tax efficiencies (and not to facilitate an external financing or substantially all exchange transaction), or (B) otherwise, each holder of the Collateral from Notes. Notwithstanding the Lien of foregoing, this Indenture and may be amended with the Security Documents consent of holders of a majority in aggregate principal amount of the Notes then outstanding to permit Investments in Restricted Subsidiaries that are not Notes Parties to the extent not permitted as of the Issue Date. Notwithstanding anything herein to the contrary, with respect to any amendment, restatement, supplement, exchange, modification or waiver, the opportunity to participate on the same terms in such amendment, restatement, supplement, exchange, modification or waiver (and, in each case, the related transactions contemplated thereby) shall be offered on the same terms to each holder (and on the same or better terms as the terms offered to each lender under the Credit Agreement for any comparable amendment, supplement, modification or waiver of the Credit Agreement) (regardless of whether such holder’s consent would otherwise be required to effect such amendment, restatement, supplement, exchange, modification or waiver), including any amendment to permit or effectuate the issuance of notes under this Indenture other than the Initial Notes or permit the Incurrence of any Indebtedness secured by any Liens on the First Lien Collateral ranking pari passu with the Liens securing the First Priority Notes Obligations, and each holder shall have the right to participate in such amendment, restatement, supplement, exchange, modification or waiver (and, in each case, the related transactions contemplated thereby) on the same terms as each other holder (and the same or better terms as each lender under the Credit Agreement) and receive the same pro rata economics in such transaction and related transactions (including any fee, payment or other consideration including consent or backstop fees) paid to any holder (or any lender under the Credit Agreement) in any capacity (the requirement in this sentence, the “Noteholder Participation Rights”). This paragraph may not be amended without the approval of each holder of the Notes. It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuers shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.
Appears in 1 contract
Sources: Indenture (Mallinckrodt PLC)
With Consent of the Holders. (a) The IssuersCompany, the Trustee and/or and the Notes Collateral Agent may amend this Indenture, the Notes, any Security Document or the Subsidiary Guarantees, the Security Documents and the First Lien/Second Lien Intercreditor Agreement with the written consent of the Issuers and the holders Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes) and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes); provided, however, that the Company has delivered to the Trustee (and to the Notes Collateral Agent, if applicable) an Opinion of Counsel and an Officer’s Certificate, each reasonably satisfactory to the Trustee and each stating that such amendment or supplement complies with the provisions of this Section 9.02 and covering the matters set forth in Sections 13.04 and 13.05. However, without the consent of each holder Holder of an outstanding Note affected, no an amendment maymay not:
(1i) reduce the amount of Notes whose holders Holders must consent to an amendment,
(2ii) reduce the rate of or extend the time for payment of interest on any Note,
(3iii) reduce the principal of or change the Stated Maturity of any Note,
(4iv) reduce the premium amount payable upon the redemption of any Note or change the dates on which time when any such premium is payable upon redemption Note may be redeemed in accordance with Article III3,
(5v) make any Note payable in money other than that stated in such Note,
(6vi) expressly subordinate make any change in Section 6.04, 6.07 or the Notes or any Subsidiary Guarantee to any other Indebtedness second sentence of the Issuers or any Subsidiary Guarantorthis Section 9.02,
(7vii) impair the contractual right of any holder Holder to receive payment of principal of, premium, if any, and interest on such holderHolder’s Notes on or after the due dates thereof therefor or to institute suit for the enforcement of any payment on or with respect to such holderHolder’s NoteNotes,
(8) make viii) expressly subordinate the Notes or any change Guarantee in right of payment to any other Indebtedness of the amendment provisions Company or in the waiver provisions which require each holder’s consentany Guarantor, or
(9ix) make any change to the provisions of this Indenture, the First Lien/Second Lien Intercreditor Agreement or the Security Documents with respect to the pro rata application of proceeds of Collateral in respect of the Notes that results in the application of such proceeds in respect of the Notes on a less than pro rata basis to the holder of any Note. Except except as expressly provided by this Indenture, release all or substantially all of the Security Documents or the First Lien/Second Lien Intercreditor Agreement, without Guarantees. Without the consent of the holders Holders of at least 66.67% two-thirds in aggregate principal amount of the Notes then outstanding, (i) except as expressly provided in this Indenture, no amendment or waiver may modify the Guarantees in any manner adverse to the Holders, (ii) except as provided in the Intercreditor Agreement, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents all or substantially all of the Collateral and (iii) no amendment or waiver may make any change in the Intercreditor Agreement or the provisions in this Indenture, in each case dealing with respect to the Notesapplication of trust proceeds of the Collateral that would adversely affect the Noteholders (other than as expressly provided in the Intercreditor Agreement, the Security Documents or this Indenture). It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. .
(b) After an amendment under this Section 9.02 becomes effective, the Issuers Company shall mail, or otherwise deliver in accordance with the procedures of the Depository, provide to the holders Holders a notice briefly describing such amendment. The failure to give such notice to all holdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.
(c) In determining whether the holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company or any Guarantor, or by any Person directly or indirectly controlled by the Company or any Guarantor, shall be considered as though not outstanding.
Appears in 1 contract
With Consent of the Holders. The Issuers, the Trustee and/or the Collateral Agent may amend this This Indenture, the NotesNotes and the Guarantees and, subject to the Subsidiary Guaranteesterms of the Collateral Trust Agreement and the Intercreditor Agreement, as applicable, the Security Documents and the First Lien/Second Lien Intercreditor Agreement may be amended or supplemented with the consent of the Issuers and the holders Holders of at least a majority in principal amount of the Notes then outstanding voting as (including, without limitation, consents obtained in connection with a single class purchase of, or tender offer or exchange offer for, Notes), and any past existing default or compliance with any provisions hereof provision of this Indenture, the Notes and the Guarantees and, subject to the terms of the Collateral Trust Agreement and the Intercreditor Agreement, as applicable, the Security Documents or the Intercreditor Agreement may be waived with the consent of the holders Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class Notes (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange for the offer for, Notes). However, without the consent of each holder Holder of an outstanding Note affected, no amendment may:an amendment, supplement or waiver of this Indenture, the Notes, the Guarantees, the Security Documents or the Intercreditor Agreement may not (with respect to any Notes held by a non-consenting Holder):
(1i) reduce the principal amount of Notes whose holders Holders must consent to an amendment,, supplement or waiver;
(2ii) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than pursuant to Sections 4.06 or 4.08 hereof);
(iii) reduce the rate of or extend change the time for payment of interest on any Note,;
(3iv) reduce waive a Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of or change the Stated Maturity Notes and a waiver of any Note,the payment default that resulted from such acceleration);
(4) reduce the premium payable upon the redemption of any Note or change the dates on which any such premium is payable upon redemption in accordance with Article III,
(5v) make any Note payable in money other than that stated in such Note,the Notes;
(6vi) expressly subordinate modify the Notes or Guarantees in any Subsidiary Guarantee to any other Indebtedness of manner that would adversely affect the Issuers or any Subsidiary Guarantor,Holders;
(7vii) impair the contractual 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 thereof or to institute suit for the enforcement of any payment on or with respect to such holder’s Note,
(8) make any change in Section 6.04 or 6.07 or the amendment provisions or in the waiver provisions which require each holder’s consent, orsecond sentence of this Section 9.02;
(9viii) make any change to the provisions of this Indenture, the First Lien/Second Lien Intercreditor Agreement or the Security Documents waive a redemption payment with respect to the pro rata application of proceeds of Collateral in respect of the Notes that results in the application of such proceeds in respect of the Notes on any Note (other than a less than pro rata basis to the holder of any Note. Except payment required by Section 4.06 or 4.08 hereof);
(ix) except as expressly provided permitted by this Indenture, the Security Documents Documents, the Intercreditor Agreement and the Collateral Trust Agreement, release any Guarantee or any Lien on all or substantially all of the First Lien/Second Lien Intercreditor AgreementCollateral;
(x) subordinate the Notes or any Guarantee in right of payment to any other Indebtedness; or
(xi) make any change in the preceding amendment and waiver provisions. In addition, without the consent of the holders of at least 66.6766-2/3% in aggregate of the principal amount of the Notes then outstandingoutstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), no amendment amendment, supplement or waiver may (1) modify any Security Document or the provisions in this Indenture dealing with Security Documents or application of trust moneys in any manner, taken as a whole, materially adverse to the Holders or otherwise release all or substantially all of any Collateral other than in accordance with this Indenture, the Security Documents, the Intercreditor Agreement and the Collateral from Trust Agreement; or (2) modify the Lien Intercreditor Agreement and the Collateral Trust Agreement in any manner adverse to the holders in any material respect other than in accordance with the terms of this Indenture Indenture, the Security Documents, the Intercreditor Agreement and the Security Documents with respect to the NotesCollateral Trust Agreement. It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuers Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, mail to the holders Holders a notice briefly describing such amendment. The failure to give such notice to all holdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.
Appears in 1 contract
Sources: Indenture (GeoEye, Inc.)
With Consent of the Holders. The Issuers, Issuers and the Trustee and/or the Collateral Agent may amend this Indenture, the NotesNotes and the Guarantees, and any past Default or compliance with any provisions of this Indenture, the Subsidiary GuaranteesNotes or the Guarantees may be waived, the Security Documents and the First Lien/Second Lien Intercreditor Agreement with the consent of the Issuers and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes)outstanding. However, without the consent of each holder of an outstanding Note affected, no amendment or waiver may:
(1) reduce the amount of Notes whose holders must consent to an amendment,
(2) reduce the rate of or extend the time for payment of interest on any Note,
(3) reduce the principal of or change the Stated Maturity of any Note,
(4) reduce the premium payable upon the redemption of any Note or change the dates on time at which any such premium is payable upon redemption Note may be redeemed in accordance with Article III,
(5) make any Note payable in money other than that stated in such Note,
(6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers an Issuer or any Subsidiary GuarantorGuarantor (other than as contemplated herein with respect to the Cadence IP Licensee),
(7) impair the contractual 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 thereof therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s NoteNotes,
(8) make any change in the amendment provisions which require consent of each holder of a Note or in the waiver provisions which require each holder’s consentas they relate to the Notes, or
(9) make any change amend or waive the Issuers’ obligation to redeem the provisions of this Indenture, Notes through the First Lien/Second Lien Intercreditor Agreement or Special Mandatory Redemption in a fashion that would adversely affect the Security Documents with respect to the pro rata application of proceeds of Collateral in respect holders of the Notes that results in the application of such proceeds in respect of the Notes on a less than pro rata basis to the holder of Notes. In addition, except for any Note. Except as expressly provided by this Indenture, the Security Documents or the First Lien/Second Lien Intercreditor Agreementrelease contemplated hereby, without the consent of the holders of at least 66.6766 2/3% in aggregate principal amount of the Notes then outstanding, no amendment amendment, supplement or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents Guarantee with respect to the NotesNotes of one or more Guarantors that individually or in the aggregate had (i) assets, as of the last day of the fiscal quarter of the Parent most recently ended, in excess of 75% of the assets of the Issuers and all Guarantors, taken as a whole, as of such date or (ii) EBITDA for the last four fiscal quarter period of the Parent most recently ended, in excess of 75% of the EBITDA of the Issuers and all Guarantors, taken as a whole, for such period. It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuers shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.
Appears in 1 contract
Sources: Indenture (Mallinckrodt PLC)
With Consent of the Holders. The Issuers(a) Except as provided in Section 9.2(b), the Trustee and/or the Collateral Agent may amend amendments of this Indenture, the New Notes, any Note Guarantees or any Collateral Document may be made by the Issuer, the Parent Guarantor, the Subsidiary GuaranteesGuarantors, the Security Documents Trustee and with respect to any Collateral Document, the First Lien/Second Lien Intercreditor Agreement Peruvian Trustee and Collateral Agent, as the case may be, with the consent of the Issuers Holders of not less than a majority in aggregate principal amount of the outstanding New Notes, and the holders Holders of at least a majority in principal amount of the outstanding New Notes then outstanding voting as a single class and may waive future compliance by the Issuer, the Parent Guarantor or any past default or compliance Subsidiary Guarantor with any provisions hereof may be waived with provision of this Indenture, the consent of the holders of at least majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer New Notes, any Note Guarantee or exchange for the Notes). Howeverany Collateral Document; provided that no such modification or amendment may, without the consent of each holder of an outstanding Note affected, no amendment mayHolder directly and adversely affected thereby:
(1i) reduce the amount of Notes whose holders must consent to an amendment,
(2) reduce the rate of or extend the time for payment of interest on any Note,
(3) reduce the principal of or change the Stated Maturity of the principal of, or any installment of interest on, any New Note,;
(4ii) reduce the premium payable upon the redemption principal amount of, or premium, if any, or stated rate of interest on, any Note or New Note;
(iii) change the dates on which any such premium is payable upon redemption in accordance with Article III,
(5) make any Note payable in money other than that stated in such Note,
(6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness currency of the Issuers or any Subsidiary Guarantor,
(7) impair the contractual right of any holder to receive payment of principal of, or premium, if any, and or interest on such holder’s Notes on or after on, any New Note;
(iv) impair the due dates thereof or right to institute suit for the enforcement of any payment on or with respect to such holder’s Note,after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any New Note or Note Guarantees;
(8) make v) reduce the above-stated percentage of outstanding New Notes the consent of whose Holders is necessary to modify or amend this Indenture, the New Notes, any change Note Guarantee or any Collateral Document;
(vi) waive a default in the amendment payment of principal of, premium, if any, or interest on the Notes;
(vii) release the Note Guarantee, except as provided in this Indenture;
(viii) reduce the percentage or aggregate principal amount of outstanding New Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or in the any Collateral Documents or for waiver provisions which require each holder’s consent, of certain defaults; or
(9ix) change or extend the redemption date or reduce the stated the redemption price of the New Notes from that stated in Section 3.3.
(b) The Issuer’s or the Parent Guarantor’s obligation to make an offer to repurchase the New Notes as a result of a Change in Control Triggering Event may be waived or modified with the written consent of Holders of at least 67% in aggregate principal amount then outstanding. In addition, any change to amendment to, or waiver of, the provisions of this Indenture, the First Lien/Second Lien Intercreditor Agreement New Notes, any Note Guarantee or the Security Documents with respect to the pro rata application of proceeds of any Collateral in respect of the Notes Document that results in the application of such proceeds in respect of the Notes on a less than pro rata basis to the holder of (i) releases any Note. Except as expressly provided by this Indenture, the Security Documents Subsidiary Guarantee or the First Lien/Second Lien Intercreditor Agreement, without the consent of the holders of at least 66.67% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may release (ii) releases all or substantially all of the Collateral from the Lien of this Indenture and Liens securing the Security Documents with respect to the New Notes. It , shall not be necessary for require the consent of the holders under this Section 9.02 to approve the particular form Holders of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuers shall mail, or otherwise deliver at least 75% in accordance with the procedures aggregate principal amount of the DepositoryNew Notes then outstanding, except as provided in this Indenture. Amendments to any Collateral Documents will also require the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect consent of the validity of an amendment trustee under this Section 9.02the indenture governing the Existing Notes.
Appears in 1 contract
Sources: Indenture (Camposol Holding PLC)
With Consent of the Holders. The Issuers, This Indenture or the Trustee and/or the Collateral Agent Notes issued hereunder may amend this Indenture, the Notes, the Subsidiary Guarantees, the Security Documents and the First Lien/Second Lien Intercreditor Agreement be amended or supplemented with the consent of the Issuers and the holders of at least a majority in principal amount of the Notes then outstanding voting as issued under this Indenture (including, without limitation, consents obtained in connection with a single class purchase of, or tender offer or exchange offer for, Notes), and any past existing default or compliance with any provisions hereof provision of this Indenture or the Notes issued hereunder may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class Notes issued under this Indenture (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange for the offer for, Notes). However, without the consent of each holder Holder of an outstanding Note affected, no an amendment may:or waiver may not (with respect to any Notes held by a non-consenting member):
(1i) reduce the principal amount of Notes whose holders must consent to an amendment,, supplement or waiver;
(2ii) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than pursuant to Sections 4.06 or 4.08 hereof);
(iii) reduce the rate of or extend change the time for payment of interest on any Note,Note issued hereunder;
(3iv) reduce waive a Default or Event of Default in the payment of principal of, or interest or premium, or Additional Interest, if any, on the Notes (except a rescission of or change acceleration of the Stated Maturity Notes by the holders of any Note,at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration);
(4) reduce the premium payable upon the redemption of any Note or change the dates on which any such premium is payable upon redemption in accordance with Article III,
(5v) make any Note payable in money other than that stated in such Note,the Notes;
(6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers or any Subsidiary Guarantor,
(7) impair the contractual 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 thereof or to institute suit for the enforcement of any payment on or with respect to such holder’s Note,
(8) make any change in the amendment provisions or in the waiver provisions which require each holder’s consent, or
(9vi) make any change to the provisions of this Indenture, the First Lien/Second Lien Intercreditor Agreement Section 6.04 or the Security Documents 6.07;
(vii) waive a redemption payment with respect to any Note issued hereunder (other than payment required by Sections 4.06 or 4.08 hereof);
(viii) modify the pro rata application subsidiary Guarantees in any manner adverse to the holders of proceeds such Notes;
(ix) modify or change any provision of Collateral in respect this Indenture or the related definitions affecting ranking of the Notes in a manner that results in materially adversely affects the application of such proceeds in respect of the Notes on a less than pro rata basis Holders; or
(x) make any change to the holder of any Note. Except as expressly provided by this Indenture, the Security Documents or the First Lien/Second Lien Intercreditor Agreement, without the consent of the holders of at least 66.67% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents with respect to the NotesSection 9.02. It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuers shall mail, or otherwise deliver in accordance with the procedures of the Depository, mail to the holders Holders a notice briefly describing such amendment. The failure to give such notice to all holdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.
Appears in 1 contract
With Consent of the Holders. (a) The IssuersCompany, the Trustee and/or and the Notes Collateral Agent may amend this Indenture, the Notes, any Security Document or the Subsidiary Guarantees, the Security Documents and the First Lien/Second Lien Intercreditor Agreement with the written consent of the Issuers and the holders Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes) and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes); provided, however, that the Company has delivered to the Trustee (and to the Notes Collateral Agent, if applicable) an Opinion of Counsel and an Officer’s Certificate, each reasonably satisfactory to the Trustee and each stating that such amendment or supplement complies with the provisions of this Section 9.02 and covering the matters set forth in Sections 13.04 and 13.05. However, without the consent of each holder Holder of an outstanding Note affected, no an amendment maymay not:
(1i) reduce the amount of Notes whose holders Holders must consent to an amendment,
(2ii) reduce the rate of or extend the time for payment of interest on any Note,
(3iii) reduce the principal of or change the Stated Maturity of any Note,
(4iv) reduce the premium amount payable upon the redemption of any Note or change the dates on which time when any such premium is payable upon redemption Note may be redeemed in accordance with Article III3,
(5v) make any Note payable in money other than that stated in such Note,
(6vi) expressly subordinate make any change in Section 6.04, 6.07 or the Notes or any Subsidiary Guarantee to any other Indebtedness second sentence of the Issuers or any Subsidiary Guarantorthis Section 9.02,
(7vii) impair the contractual 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 thereof therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s NoteNotes,
(8) viii) expressly subordinate the Notes or any Guarantee to any other Indebtedness of the Company or any Guarantor,
(ix) modify the Guarantees in any manner adverse to the Holders, or
(x) make any change in the amendment provisions or in the waiver provisions which require each holder’s consent, or
(9) make any change to the provisions of this Indenture, the First Lien/Second Lien Intercreditor Agreement or the Security Documents provisions in this Indenture in each case dealing with respect to the pro rata application of proceeds of Collateral in respect of the Notes that results in the application of such Trust proceeds in respect of the Notes on a less than pro rata basis to Collateral that would adversely affect the holder of any NoteNoteholders. Except as expressly provided by this Indenture, the Security Documents or the First Lien/Second Lien Intercreditor Agreement, without Without the consent of the holders of at least 66.67% two-thirds in aggregate principal amount of the Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents with respect to all or substantially all of the NotesCollateral. It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. .
(b) After an amendment under this Section 9.02 becomes effective, the Issuers Company shall mail, or otherwise deliver in accordance with the procedures of the Depository, mail to the holders Holders a notice briefly describing such amendment. The failure to give such notice to all holdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.
Appears in 1 contract
Sources: Indenture (Metals USA Plates & Shapes Southcentral, Inc.)
With Consent of the Holders. The Issuers, the Trustee and/or the Collateral Agent may amend this Indenture, the Notes, the Subsidiary Guarantees, the Security Documents Issuers and the First Lien/Second Lien Intercreditor Agreement Trustee may amend any of the Note Documents, and any past Default or compliance with any provisions of any of the Note Documents may be waived, with the consent of the Issuers and the holders of at least a majority 66 2/3% in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes)outstanding. However, without the consent of each holder of an outstanding Note affected, no amendment or waiver may:
(1) reduce the amount of Notes whose holders must consent to an amendment,
(2) reduce the rate of or extend the time for payment of interest on any Note,
(3) reduce the principal of or change the Stated Maturity of any Note,
(4) reduce the premium payable upon the redemption of any Note or change the dates on time at which any such premium is payable upon redemption Note may be redeemed in accordance with Article III,
(5) make any Note payable in money other than that stated in such Note,
(6) expressly subordinate in right of payment the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers an Issuer or any Subsidiary GuarantorGuarantor (including, without limitation, any indebtedness incurred under this Indenture) or expressly subordinate the Liens securing the Notes or any Guarantee to any other Liens (including, without limitation, Liens incurred under the Note Documents) except (a) Permitted Liens securing Indebtedness incurred pursuant to Section 4.03(b)(iv), to the extent such Liens encumber assets either (I) the acquisition, lease, construction, repair, replacement or improvement of which was financed by such Indebtedness (and accessions and additions thereto (including customary security deposits)) or (II) subject to such Sale/Leaseback Transaction (and any accessions and additions thereto (including customary security deposits)), (b) Permitted Liens granted pursuant to clause (20) of the definition thereof (to the extent the Liens securing the obligations being refinanced, refunded, extended, renewed or replaced were senior in priority to the Liens securing the Notes or any Guarantee) and (c) as contemplated by the Intercreditor Agreements as in effect on the date hereof,
(7) impair the contractual 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 thereof therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s NoteNotes,
(8) make any change in the amendment provisions of the Note Documents dealing with the application of proceeds of First Lien Collateral that would adversely affect the holders of the Notes in any material respect or amend the provisions of the Note Documents in a manner that would by its terms alter the waiver provisions which require each holder’s consentpro rata sharing of payments required thereby, or
(9) make any change in the amendment provisions which require consent of each holder of a Note or in the waiver provisions as they relate to the provisions Notes. Notwithstanding the foregoing, no amendment or waiver may:
(1) without the consent of this Indenture, the First Lien/Second Lien Intercreditor Agreement or Issuers and the Security Documents with respect to the pro rata application holders of proceeds of Collateral at least 75% in respect principal amount of the Notes that results then outstanding make any change to this Indenture to permit the issuance of notes under this Indenture other than the Initial Notes,
(2) except in accordance with Section 9.01, without the application consent of such proceeds in respect of the Notes on a less than pro rata basis to the each holder of an outstanding Note, amend Section 9.02 or any other provision hereof specifying the number or percentage of holders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, or
(3) without the consent of each holder of an outstanding Note, amend or waive Section 9.07. Except as expressly provided for any release contemplated by this Indenture, the Security Documents or the First Lien/Second Lien Intercreditor Agreement, without the consent of the holders of at least 66.6775% in aggregate principal amount of the Notes then outstanding, no amendment amendment, supplement or waiver may release all or substantially all of the First Lien Collateral from the Lien of this Indenture and the Security First Lien Collateral Documents with respect to the NotesNotes and Guarantees. In addition, except for any release contemplated by this Indenture, without the consent of the holders of at least 75% in principal amount of the Notes then outstanding, no amendment, supplement or waiver may release the Guarantee with respect to the Notes of one or more Guarantors that individually or in the aggregate had (i) assets, as of the last day of the fiscal quarter of the Parent most recently ended, in excess of 75 % of the assets of the Issuers and all Guarantors, taken as a whole, as of such date or (ii) EBITDA for the last four fiscal quarter period of the Parent most recently ended, in excess of 75% of the EBITDA of the Issuers and all Guarantors, taken as a whole, for such period. It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuers shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.
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Sources: Indenture (Mallinckrodt PLC)