With Consent of the Holders. The Company, the Trustee and the Notes Collateral Agent, as applicable, may amend this Indenture with respect to any series of Notes, the Notes of such series, the Guarantees thereof, the Security Documents, the ABL/Cash Flow Intercreditor Agreement and/or any Junior Priority Intercreditor Agreement, and any past Default or compliance with any provisions of this Indenture with respect to any series of Notes, the Notes of the affected series or the Guarantees thereof may be waived, with the consent of the Company and the holders of at least a majority in principal amount of the Notes of such series then outstanding voting as a single class. However, without the consent of each holder of an outstanding Note of the applicable series affected, no amendment or waiver may: (1) reduce the amount of Notes of the applicable series whose holders must consent to an amendment; (2) reduce the rate of or extend the time for payment of interest, on any Note of the applicable series; (3) reduce the principal of or change the Stated Maturity of any Note of the applicable series; (4) reduce the premium payable upon the redemption of any Note of the applicable series or change the time at which any Note of the applicable series may be redeemed in accordance with Article III; (5) make any Note of the applicable series payable in money other than that stated in such Note; (6) expressly subordinate the Notes of the applicable series or any Guarantee of the Notes of such series to any other Indebtedness of the Company or any Guarantor; or (7) make any change in the amendment provisions as to the Notes of the applicable series which require each holder’s consent of each holder of Notes of such series or in the waiver provisions; applicable to the Notes of the applicable series. 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 Company shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment (with a copy to the Trustee). 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 (Gap Inc)
With Consent of the Holders. The Company, Company and the Trustee and the Notes Collateral Agent, as applicable, may amend this Indenture with respect to any series of Notes, the Notes of such series, series and the Guarantees thereof, the Security Documents, the ABL/Cash Flow Intercreditor Agreement and/or any Junior Priority Intercreditor Agreement, and any past Default or compliance with any provisions of this Indenture with respect to any series of Notes, the Notes of the affected series or the Guarantees thereof may be waived, with the consent of the Company and the holders of at least a majority in principal amount of the Notes of such series then outstanding voting as a single class. However, without the consent of each holder of an outstanding Note of the applicable series affected, no amendment or waiver may:
(1) reduce the amount of Notes of the applicable series whose holders must consent to an amendment;
(2) reduce the rate of or extend the time for payment of interestinterest or Additional Amount, if any, on any Note of the applicable series;
(3) reduce the principal of or change the Stated Maturity of any Note of the applicable series;
(4) reduce the premium payable upon the redemption of any Note of the applicable series or change the time at which any Note of the applicable series may be redeemed in accordance with Article III;
(5) make any Note of the applicable series payable in money other than that stated in such NoteNote (subject in the case of the Euro Notes, to the provisions set forth in the paragraph below;
(6) expressly subordinate the Notes of the applicable series or any Guarantee of the Notes notes of such series to any other Indebtedness of the Company or any Guarantor; or
(7) make any change in the amendment provisions as to the Notes of the applicable series which require each holder’s consent of each holder of Notes of such series or in the waiver provisions; applicable to the Notes of the applicable series. Notwithstanding the foregoing, if the euro, in the case of the Euro Notes, is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond the Company’s control (including the dissolution of the euro) or if the euro is no longer being used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, the Company and the Trustee shall be permitted, without the consent of any other Person, to amend the terms of this Indenture and the Euro Notes to change the currency in which the obligations of the Company hereunder are payable in a manner consistent with then-prevailing market practice for similarly situated issuers. 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 Company shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment (with a copy to the Trustee)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 (XPO Logistics, Inc.)
With Consent of the Holders. The CompanyIssuer, the Trustee Company and the Notes Collateral Agent, as applicable, Trustee may amend this Indenture with respect to any series of Indenture, the Notes, the Notes of such seriesGuarantees, the Guarantees thereof, Intercreditor Agreements and the Security Documents, the ABL/Cash Flow Intercreditor Agreement and/or any Junior Priority Intercreditor Agreement, and any past Default or compliance with any provisions of this Indenture with respect to any series of Notes, the Notes of the affected series or the Guarantees thereof may be waived, Documents with the consent of the Company and the holders of at least a majority in principal amount of the Notes of such series then outstanding voting as a single classclass (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 of the applicable series affected, no an amendment or waiver maymay not:
(1) reduce the amount of Notes of the applicable series whose holders must consent to an amendment;,
(2) reduce the rate of or extend the time for payment of interest, interest on any Note of the applicable series;Note,
(3) reduce the principal of or change the Stated Maturity of any Note of the applicable series;Note,
(4) reduce the premium payable upon the redemption of any Note of the applicable series or change the time at which any Note of the applicable series may be redeemed in accordance with Article III;,
(5) make any Note of the applicable series payable in money other than that stated in such Note;,
(6) expressly subordinate the Notes of the applicable series or any Guarantee of the Notes of such series to any other Indebtedness of the Company Issuer or any Guarantor; or,
(7) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes,
(8) make any change in the amendment provisions as to the Notes of the applicable series which require each holder’s consent of each holder of Notes of such series or in the waiver provisions; applicable , or
(9) make any change in the provisions dealing with the pro rata application of proceeds of Collateral in the Intercreditor Agreements or this Indenture that would adversely affect the holders of the Notes. Except as expressly provided by this Indenture, 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 Notes holders of the applicable seriesNotes. 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 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 (with a copy to the Trustee)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 Company, Company and the Trustee and the Notes Collateral Agent, as applicable, may amend this Indenture with respect to any series of Indenture, the Notes, the Notes of such series, the Guarantees thereof, the Security Documents, the ABL/Cash Flow Intercreditor Agreement and/or any Junior Priority New Intercreditor Agreement, and any past Default or compliance with any provisions of this Indenture with respect to any series of Notes, the Notes of the affected series Existing Intercreditor Agreement or the Guarantees thereof may be waived, Security Documents with the written consent of the Company and the holders Holders of at least a majority in principal amount of the Notes of such series then outstanding voting as a single classclass (including consents obtained in connection with a tender offer or exchange for the Notes) and any past Default or compliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the Notes 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 of the applicable series affected, no amendment or waiver may:
(1i) reduce the amount of Notes of the applicable series whose holders Holders must consent to an amendment;,
(2ii) reduce the rate of or extend the time for payment of interest, interest on any Note of the applicable series;Note,
(3iii) reduce the principal of or change the Stated Maturity of any Note of the applicable series;Note,
(4iv) reduce the premium payable upon the redemption of any Note of the applicable series or change the time at which any Note of the applicable series may be redeemed in accordance with Article III;3,
(5v) make any Note of the applicable series payable in money other than that stated in such Note;,
(6vi) expressly subordinate the Notes of the applicable series or any Guarantee of the Notes of such series Note Guarantees to any other Indebtedness of the Company or any Note Guarantor; ,
(vii) impair the right of any Holder to receive payment of principal of, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes,
(viii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02, or
(7ix) except as otherwise expressly permitted under this Indenture, modify any Note Guarantee in any manner adverse in any material respect to the Holders. In addition, subject to the terms of the New Intercreditor Agreement and the Existing Intercreditor Agreement, without the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding (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 Agreement and the Existing Intercreditor Agreement or (ii) make any change in the amendment provisions as in the New Intercreditor Agreement, the Existing Intercreditor Agreement 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 Notes Holders of the applicable series which require each holder’s consent of each holder of Notes of such series or in the waiver provisions; applicable to the Notes of the applicable seriesNotes. 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 Company shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders Holders a notice briefly describing such amendment (with a copy to the Trustee)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 CompanyIssuer, the Trustee and the Notes First-Priority Collateral Agent, as applicable, may amend this Indenture with respect to any series of Indenture, the Notes, the Notes of such seriesHoldings Guarantee, the Guarantees thereofSubsidiary Guarantees, the Security Documents, Documents and the ABL/Cash Flow First Lien Intercreditor Agreement and/or any Junior Priority Intercreditor Agreement, and any past Default or compliance with any provisions of this Indenture with respect to any series of Notes, the Notes of the affected series or the Guarantees thereof may be waived, with the consent of the Company Issuer and the holders of at least a majority in principal amount of the Notes of such series then outstanding voting as a single classclass 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 of the applicable series affected, no an amendment or waiver maymay not:
(1) reduce the amount of Notes of the applicable series 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, interest on any Note of the applicable series;Note,
(3) reduce the principal of or change the Stated Maturity of any Note of the applicable series;Note,
(4) reduce the premium (including, for the avoidance of doubt, the Applicable Premium, if any) payable upon the redemption of any Note of the applicable series or change the time at dates on which any Note of the applicable series may be redeemed in accordance with such premium is payable upon redemption pursuant to Article III;,
(5) make any Note of the applicable series payable in money other than that stated in such Note;,
(6) expressly subordinate the Notes of the applicable series or any Subsidiary Guarantee of the Notes of such series to any other Indebtedness of the Company Issuer or any Subsidiary Guarantor; or,
(7) impair the contractual right of any holder to receive payment of principal of, premium (including, for the avoidance of doubt, the Applicable Premium, if any), if any, and interest on such holder’s Note on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Note,
(8) make any change in the amendment provisions as to or in the Notes of the applicable series waiver provisions which require each holder’s consent,
(9) 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 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 Liens thereon securing the Notes) or (y) the Notes Obligations in right of payment to any other Indebtedness except, in each case, (A) 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) 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 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),
(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 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, 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 such series or holders of a majority in the waiver provisions; applicable to principal amount of the Notes then outstanding rather than the consent of the applicable serieseach 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 Company Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment (with a copy to the Trustee)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 CompanyIssuer, the Trustee First-Priority Collateral Agent and the Notes Collateral AgentTrustee, as applicable, may amend this Indenture with respect to any series of Indenture, the Notes, the Notes of such series, the Guarantees thereofSubsidiary Guarantees, the Security Documents, the ABL/Cash Flow First Lien Intercreditor Agreement and/or any Junior Priority the ABL Intercreditor Agreement, and any past Default or compliance with any provisions of this Indenture with respect to any series of Notes, the Notes of the affected series or the Guarantees thereof may be waived, Agreement with the consent of the Company Issuer and the holders of at least a majority in principal amount of the Notes of such series then outstanding voting as a single classclass 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 of the applicable series affected, no an amendment or waiver maymay not:
(1) reduce the amount of Notes of the applicable series whose holders must consent to an amendment;,
(2) reduce the rate of or extend the time for payment of interest, interest on any Note of the applicable series;Note,
(3) reduce the principal of or change the Stated Maturity of any Note of the applicable series;Note,
(4) reduce the premium payable upon the redemption of any Note of the applicable series or change the time at dates on which any Note of the applicable series may be redeemed in accordance with such premium is payable upon redemption pursuant to Article III;,
(5) make any Note of the applicable series payable in money other than that stated in such Note;,
(6) expressly subordinate in right of payment the Notes of the applicable series or any Subsidiary Guarantee of the Notes of such series to any other Indebtedness of the Company Issuer 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 Note on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Note, or
(8) make any change in the amendment provisions as to or in the Notes of the applicable series waiver provisions which require each holder’s consent. Except as expressly provided by this Indenture, the Security Documents, the First Lien Intercreditor Agreement or the ABL Intercreditor Agreement, without the consent of each holder 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 such series or in the waiver provisions; applicable Collateral from the Lien of this Indenture and the Security Documents with respect to the Notes of the applicable seriesNotes. 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 Company Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment (with a copy to the Trustee)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 (QXO, Inc.)
With Consent of the Holders. The Company, Issuers and the Trustee and the Notes Collateral Agent, as applicable, may amend this Indenture with respect to any series of NotesIndenture, the Notes of such series, and the Guarantees thereof, the Security Documents, the ABL/Cash Flow Intercreditor Agreement and/or any Junior Priority Intercreditor AgreementGuarantees, and any past Default or compliance with any provisions of this Indenture with respect to any series of NotesIndenture, the Notes of the affected series or the Guarantees thereof may be waived, with the consent of the Company Issuers and the holders of at least a majority in principal amount of the Notes of such series then outstanding voting as a single classoutstanding. However, without the consent of each holder of an outstanding Note of the applicable series affected, no amendment or waiver may:
(1) reduce the amount of Notes of the applicable series whose holders must consent to an amendment;,
(2) reduce the rate of or extend the time for payment of interest, interest on any Note of the applicable series;Note,
(3) reduce the principal of or change the Stated Maturity of any Note of the applicable series;Note,
(4) reduce the premium payable upon the redemption of any Note of the applicable series or change the time at which any Note of the applicable series may be redeemed in accordance with Article III;,
(5) make any Note of the applicable series payable in money other than that stated in such Note;,
(6) expressly subordinate the Notes of the applicable series or any Guarantee of the Notes of such series to any other Indebtedness of the Company an Issuer or any Guarantor; orGuarantor (other than as contemplated herein with respect to the Cadence IP Licensee),
(7) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes,
(8) make any change in the amendment provisions as to the Notes of the applicable series which require each holder’s consent of each holder of Notes of such series a Note or in the waiver provisions; applicable provisions as they relate to the Notes, or
(9) amend or waive the Issuers’ obligation to redeem the Notes through the Special Mandatory Redemption in a fashion that would adversely affect the holders of the Notes. In addition, except for any release contemplated hereby, without the consent of the holders of at least 66 2/3% 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 applicable seriesaggregate 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 Company Issuers shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment (with a copy to the Trustee)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 Company, Issuer and the Trustee and the Notes Collateral Agent, as applicable, may amend this Indenture Indenture, the Securities of any series, the Security Documents and the Intercreditor Agreements with respect to any series of Notes, the Notes Securities of such series, the Guarantees thereof, the Security Documents, the ABL/Cash Flow Intercreditor Agreement and/or any Junior Priority Intercreditor Agreement, and any past Default or compliance with any provisions of this Indenture series with respect to any such series of Notes, the Notes of the affected series or the Guarantees thereof may be waived, with the written consent of the Company and the holders Holders of at least a majority in principal amount of the Notes Securities of such series then outstanding voting as a single classclass (including consents obtained in connection with a tender offer or exchange for the Securities of such series). However, without the consent of each holder Holder of an a respective series of outstanding Note of the applicable series Security affected, no an amendment or waiver maymay not:
(1i) reduce the amount of Notes such series of the applicable series Securities whose holders Holders must consent to an amendment;,
(2ii) reduce the rate of or extend the time for payment of interest, interest on any Note such series of the applicable series;Security,
(3iii) reduce the principal of or change the Stated Maturity of any Note such series of the applicable series;Security,
(4iv) reduce the premium payable upon the redemption of any Note such series of the applicable series Security or change the time at which any Note such series of the applicable series Security may be redeemed in accordance with Article III;3,
(5v) make any Note such series of the applicable series Security payable in money other than that stated in such Note;series of Security,
(6vi) expressly subordinate the Notes any such series of the applicable series Securities or any Subsidiary Guarantee of the Notes of such series to any other Indebtedness of the Company Issuer or any Subsidiary Guarantor; ,
(vii) impair the right of any Holder of such series to receive payment of principal of, premium, if any, and interest on such Holder’s Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Securities,
(viii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02,
(ix) modify any Subsidiary Guarantee in any manner adverse to the Holders, or
(7x) make any change in the amendment provisions as to in any Intercreditor Agreement or this Indenture dealing with the Notes application of gross proceeds of Collateral that would adversely affect the applicable series which require each holder’s consent of each holder of Notes Holders of such series or in the waiver provisions; applicable to the Notes of the applicable seriesSecurities. Subject to Section 11.04, without the consent of the Holders of at least two-thirds in aggregate principal amount of such series of Securities 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 such series of Securities. It shall not be necessary for the consent of the holders Holders of any series 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 Company Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, promptly mail to the holders Holders a notice briefly describing such amendment (with a copy to the Trustee)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. The Issuer shall inform The International Stock Exchange Authority Limited of any material amendment to this Indenture or any supplement thereto. The Issuer will also publish a notice of any such material amendment in accordance with the provisions of this Indenture described in Section 13.02.
Appears in 1 contract
Sources: Indenture (Berry Global Group, Inc.)
With Consent of the Holders. The Company, Issuers and the Trustee and the Notes Collateral Agent, as applicable, may amend this Indenture with respect to any series of NotesIndenture, the Notes of such series, and the Guarantees thereof, the Security Documents, the ABL/Cash Flow Intercreditor Agreement and/or any Junior Priority Intercreditor AgreementGuarantees, and any past Default or compliance with any provisions of this Indenture with respect to any series of NotesIndenture, the Notes of the affected series or the Guarantees thereof may be waived, with the consent of the Company Issuers and the holders of at least a majority in principal amount of the Notes of such series then outstanding voting as a single class. However, without the consent of each holder of an outstanding Note of the applicable series affected, no amendment or waiver may:
(1) reduce the amount of Notes of the applicable series whose holders must consent to an amendment;,
(2) reduce the rate of or extend the time for payment of interest, interest on any Note of the applicable series;Note,
(3) reduce the principal of or change the Stated Maturity of any Note of the applicable series;Note,
(4) reduce the premium payable upon the redemption of any Note of the applicable series or change the time at which any Note of the applicable series may be redeemed in accordance with Article III;,
(5) make any Note of the applicable series payable in money other than that stated in such Note;,
(6) expressly subordinate the Notes of the applicable series or any Guarantee of the Notes of such series to any other Indebtedness of the Company an Issuer or any Guarantor; orGuarantor (other than as contemplated herein with respect to the Cadence IP Licensee),
(7) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes,
(8) make any change in the amendment provisions as to the Notes of the applicable series which require each holder’s consent of each holder of Notes of such series or in the waiver provisions; applicable , or
(9) amend or waive the Issuers’ obligation to redeem the Notes through the Special Mandatory Redemption in a fashion that would adversely affect the holders of the applicable seriesNotes. In addition, except for any release contemplated hereby, without the consent of the holders of at least 66 2/3% in principal amount of the Notes then outstanding, no amendment, supplement or waiver may release the Guarantee 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 Designated 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 Designated 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 Company Issuers shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment (with a copy to the Trustee)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 Company, Issuer and the Trustee and the Notes Collateral Agentmay, as applicable, may amend this Indenture with respect to any each series of Notes, amend this Indenture or the Notes of such series, the Guarantees thereof, the Security Documents, the ABL/Cash Flow Intercreditor Agreement and/or any Junior Priority Intercreditor Agreement, and any past Default or compliance with any provisions of this Indenture with respect to any series of Notes, the Notes of the affected series or the Guarantees thereof may be waived, with the written consent of the Company and the holders of at least a majority in principal amount of the Notes of such series and loans under the Senior Interim Loan Facility then outstanding voting as a single classclass (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 of the applicable series affected, no an amendment or waiver maymay not:
(1) reduce the amount of Notes of the applicable series whose holders must consent to an amendment;,
(2) reduce the rate of or extend the time for payment of interest, interest on any Note of the applicable series;Note,
(3) reduce the principal of or change the Stated Maturity of any Note of the applicable series;Note,
(4) reduce the premium payable upon the redemption of any Note of the applicable series or change the time at which any Note of the applicable series may be redeemed in accordance with Article III;3,
(5) make any Note of the applicable series payable in money other than that stated in such Note;,
(6) expressly subordinate the Notes of the applicable series or any Note Guarantee of the Notes of such series to any other Indebtedness of the Company Issuer or any Note Guarantor; or;
(7) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes, or
(8) make any change in the amendment provisions as to the Notes of the applicable series which require each holder’s consent of each holder of Notes of such series or in the waiver provisions; applicable provisions or
(9) except as expressly permitted by this Indenture, modify or release the Note Guarantee of any Significant Subsidiary in any manner adverse to the Notes holders of the applicable seriesNotes. In addition, without the consent of at least 75% in aggregate principal amount of Notes and loans under the Senior Interim Loan Facility then outstanding, an amendment, supplement or waiver may not
(1) modify any provisions of this Indenture or Intercreditor Agreement dealing with the application of trust moneys in any manner materially adverse to the holders other than in accordance with this Indenture and the Intercreditor Agreement; or
(2) modify the Intercreditor Agreement in any manner materially adverse to the holders other than in accordance with this Indenture and the Intercreditor Agreement. 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 Company Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, mail to the holders a notice briefly describing such amendment (with a copy to the Trustee)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 Company, Issuer and the Trustee and the Notes Collateral Agent, as applicable, may amend this Indenture with respect to any series of Indenture, the Notes, the Notes of such series, the Guarantees thereof, Intercreditor Agreement or the Security Documents, the ABL/Cash Flow Intercreditor Agreement and/or any Junior Priority Intercreditor Agreement, and any past Default or compliance with any provisions of this Indenture with respect to any series of Notes, the Notes of the affected series or the Guarantees thereof may be waived, Documents with the written consent of the Company and the holders Holders of at least a majority in principal amount of the Notes of such series then outstanding voting as a single classclass (including consents obtained in connection with a tender offer or exchange for the Notes) and any past Default or compliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the Notes 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 of the applicable series affected, no amendment or waiver may:
(1i) reduce the amount of Notes of the applicable series whose holders Holders must consent to an amendment;,
(2ii) reduce the rate of or extend the time for payment of interest, interest on any Note of the applicable series;Note,
(3iii) reduce the principal of or change the Stated Maturity of any Note of the applicable series;Note,
(4iv) reduce the premium amount payable upon the redemption of any Note of the applicable series or change the time at which any Note of the applicable series may be redeemed in accordance with Article III;,
(5v) make any Note of the applicable series payable in money other than that stated in such Note;,
(6vi) expressly subordinate the Notes of the applicable series or any Guarantee of the Notes of such series Note Guarantees to any other Indebtedness of the Company Issuer or any Note Guarantor; ,
(vii) impair the right of any Holder to receive payment of principal of, and interest on, such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes,
(viii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02, or
(7ix) except as otherwise expressly permitted under this Indenture, modify any Note Guarantee in any manner adverse in any material respect to the Holders. In addition, subject to the terms of the Intercreditor Agreement, without the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding (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 Intercreditor Agreement or (ii) make any change in the amendment provisions as in the Intercreditor Agreement 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 Notes Holders of the applicable series which require each holder’s consent of each holder of Notes of such series or in the waiver provisions; applicable to the Notes of the applicable seriesNotes. 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 Company Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders Holders a notice briefly describing such amendment (with a copy to the Trustee)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 (Momentive Performance Materials Quartz, Inc.)
With Consent of the Holders. (a) The Company, Issuer and the Trustee and the Notes Collateral Agent, as applicable, may amend this Indenture with respect to any series of Indenture, the Notes, the Notes of such seriesNew Intercreditor Agreements, the Guarantees thereof, the Security Documents, the ABL/Cash Flow Intercreditor Agreement and/or any Junior Priority Intercreditor Agreement, and any past Default or compliance with any provisions of this Indenture with respect to any series of Notes, the Notes of the affected series Agreements or the Guarantees thereof may be waived, Security Documents with the written consent of the Company and the holders Holders of at least a majority in principal amount of the Notes of such series then outstanding voting as a single classclass (including consents obtained in connection with a tender offer or exchange for the Notes) and any past Default or compliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the Notes 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 of the applicable series affected, no amendment or waiver may:
(1i) reduce the amount of Notes of the applicable series whose holders Holders must consent to an amendment;,
(2ii) reduce the rate of or extend the time for payment of interest, interest on any Note of the applicable series;Note,
(3iii) reduce the principal of or change the Stated Maturity of any Note of the applicable series;Note,
(4iv) reduce the premium payable upon the redemption of any Note of the applicable series or change the time at which any Note of the applicable series may be redeemed in accordance with Article III;,
(5v) make any Note of the applicable series payable in money other than that stated in such Note;,
(6vi) expressly subordinate the Notes of the applicable series or any Guarantee of the Notes of such series Note Guarantees to any other Indebtedness of the Company Issuer or any Note Guarantor; ,
(vii) impair the right of any Holder to receive payment of principal of, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes,
(viii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02, or
(7ix) except as otherwise expressly permitted under this Indenture, modify any Note Guarantee in any manner adverse in any material respect to the Holders. In addition, subject to the terms of the New Intercreditor Agreements and the Junior Priority Intercreditor Agreements, without the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding (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 amendment provisions as 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 Notes Holders of the applicable series which require each holder’s consent of each holder of Notes of such series or in the waiver provisions; applicable to the Notes of the applicable seriesNotes. 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 Company Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders Holders a notice briefly describing such amendment (with a copy to the Trustee)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 CompanyIssuers, the Trustee First-Priority Collateral Agent and the Notes Collateral Agent, as applicable, Trustee may amend this Indenture with respect to any series of Indenture, the Notes, the Notes of such series, the Guarantees thereofSubsidiary Guarantees, the Security Documents, Documents and the ABL/Cash Flow First Lien Intercreditor Agreement and/or any Junior Priority Intercreditor Agreement, and any past Default or compliance with any provisions of this Indenture with respect to any series of Notes, the Notes of the affected series or the Guarantees thereof may be waived, with the consent of the Company and the holders of at least a majority in principal amount of the Notes of such series then outstanding voting as a single classclass (including consents obtained in connection with a tender offer or exchange for the Notes) and any past default or compliance with any provisions of this Indenture 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 of the applicable series affected, no an amendment or waiver maymay not:
(1) reduce the amount of Notes of the applicable series whose holders must consent to an amendment;
(2) reduce the rate of or extend the time for payment of interest, interest on any Note of the applicable seriesNote;
(3) reduce the principal of or change the Stated Maturity of any Note of the applicable seriesNote;
(4) reduce the premium payable upon the redemption of any Note of the applicable series or change the time at which any Note of the applicable series may be redeemed in accordance with Article III;
(5) make any Note of the applicable series payable in money other than that stated in such Note;
(6) expressly subordinate the Notes of the applicable series or any Subsidiary Guarantee of the Notes of such series to any other Indebtedness of the Company an Issuer 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 Note 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 as to the Notes of the applicable series which require each holder’s consent of each holder of Notes of such series or in the waiver provisions; applicable or
(9) make any change to the Notes provisions of this Indenture, the First Lien Intercreditor Agreement or the Security Documents with respect to the pro rata application of proceeds of Collateral in respect of the applicable seriesNotes required thereby in a manner that by its terms modifies the application of such proceeds in respect of the Notes required thereby to be on a less than pro rata basis to the holder of such Note. Except as expressly provided by this Indenture, the Security Documents or the First 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 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 Company Issuers shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment (with a copy to the Trustee)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 (Exela Technologies, Inc.)
With Consent of the Holders. (a) The CompanyIssuer, the Trustee and the Notes Collateral Agent, as applicable, the Guarantors and the Trustee may amend or supplement this Indenture with respect to any series of NotesIndenture, the Notes of such series, the Guarantees thereofSecurities, the Security Documents, Documents and the ABL/Cash Flow Intercreditor Agreement and/or any Junior Priority Intercreditor AgreementAgreements, and may waive any past Default or compliance with any provision thereof (including the provisions of this Indenture with respect to any series of Notes, the Notes of the affected series or the Guarantees thereof may be waivedSection 4.08), with the written consent of the Company and the holders Holders of at least a majority in principal amount of the Notes of such series Securities then outstanding voting as a single classclass (including consents obtained in connection with a tender offer or exchange offer for the Securities). However, without the consent of each holder Holder of an outstanding Note of the applicable series Security affected, no amendment an amendment, supplement or waiver maymay not:
(1i) reduce the amount of Notes of the applicable series Securities whose holders Holders must consent to an amendment;
(2ii) reduce the rate of or extend the time for payment of interest, interest on any Note of the applicable seriesSecurity;
(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 applicable seriespayment of any installment of principal);
(4iv) reduce the premium payable upon the redemption or repurchase of any Note of the applicable series Security or change the time at which any Note of the applicable series Security may be redeemed or repurchased in accordance with Article III3, Section 4.06 or Section 4.08;
(5v) make any Note of the applicable series Security payable in money currency other than that stated in such NoteSecurity;
(6vi) expressly subordinate the Notes of the applicable series Securities or any Guarantee Guarantees in right of the Notes of such series payment to any other Indebtedness of the Company Issuer or any GuarantorGuarantor or adversely affect the priority of any Liens securing the Securities and the Guarantees, except as provided in the Intercreditor Agreements;
(vii) impair the right of any Holder to receive payment of principal of or premium, if any, and interest on such Holder’s Securities on or after the due dates (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 Holder’s Securities;
(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
(7x) make any change in the amendment provisions in this Indenture or the Intercreditor Agreements dealing with the application of proceeds of Notes Collateral that would adversely affect the non-consenting Holders of the Securities. Without the consent of the Holders of at least two-thirds in aggregate principal amount of the Securities then outstanding or as otherwise provided in the Intercreditor Agreements, no 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 Notes of the applicable series which require each holder’s consent of each holder of Notes of such series or in the waiver provisions; applicable to the Notes of the applicable seriesSecurities. 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 Company 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 (with a copy to the Trustee)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 Company, the Trustee Collateral Agent and the Notes Collateral Agent, as applicable, Trustee may amend this Indenture with respect to any series of Indenture, the Notes, the Notes of such series, the Guarantees thereof, Intercreditor Agreements or the Security Documents, the ABL/Cash Flow Intercreditor Agreement and/or any Junior Priority Intercreditor Agreement, and any past Default or compliance with any provisions of this Indenture with respect to any series of Notes, the Notes of the affected series or the Guarantees thereof may be waived, Documents with the written consent of the Company and the holders Holders of at least a majority in principal amount of the Notes of such series then outstanding voting as a single classclass (including consents obtained in connection with a tender offer or exchange for the Notes) and any past Default or compliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the Notes 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 of the applicable series affected, no amendment or waiver may:
(1i) reduce the amount of Notes of the applicable series whose holders Holders must consent to an amendment;,
(2ii) reduce the rate of or extend the time for payment of interest, interest on any Note of the applicable series;Note,
(3iii) reduce the principal of or change the Stated Maturity of any Note of the applicable series;Note,
(4iv) reduce the premium amount payable upon the redemption of any Note of the applicable series or change the time at which any Note of the applicable series may be redeemed in accordance with Article III;,
(5v) make any Note of the applicable series payable in money other than that stated in such Note;,
(6vi) expressly subordinate the Notes of the applicable series or any Guarantee of the Notes of such series Note Guarantees to any other Indebtedness of the Company or any Note Guarantor; ,
(vii) impair the right of any Holder to receive payment of principal of, and interest on, such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes,
(viii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02, or
(7ix) except as otherwise expressly permitted under this Indenture, modify any Note Guarantee in any manner adverse in any material respect to the Holders. In addition, subject to the terms of the Intercreditor Agreements, without the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding (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 Intercreditor Agreements or (ii) make any change in the amendment provisions as in the 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 Notes Holders of the applicable series which require each holder’s consent of each holder of Notes of such series or in the waiver provisions; applicable to the Notes of the applicable seriesNotes. 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 Company shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders Holders a notice briefly describing such amendment (with a copy to the Trustee)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 Company, Issuers and the Trustee and the Notes Collateral Agent, as applicable, may amend this Indenture with respect to any series of NotesIndenture, the Notes of such series, any series and the Guarantees thereof, the Security Documents, the ABL/Cash Flow Intercreditor Agreement and/or any Junior Priority Intercreditor AgreementGuarantees, and any past Default or compliance with any provisions of this Indenture with respect to any series of NotesIndenture, the Notes of the affected any series or the Guarantees thereof may be waived, with the consent of the Company Issuers and the holders of at least a majority in principal amount of the Notes of such series then outstanding voting as a single class. However, without the consent of each holder of an outstanding Note of the applicable such series affected, no amendment or waiver may:
(1) reduce the amount of Notes of the applicable such series whose holders must consent to an amendment;,
(2) reduce the rate of or extend the time for payment of interest, interest on any Note of the applicable such series;,
(3) reduce the principal of or change the Stated Maturity of any Note of the applicable such series;,
(4) reduce the premium payable upon the redemption of any Note of the applicable such series or change the time at which any Note of the applicable such series may be redeemed in accordance with Article III;,
(5) make any Note of the applicable such series payable in money other than that stated in such Note;,
(6) expressly subordinate the Notes of the applicable such series or any Guarantee of the Notes of such series to any other Indebtedness of the Company an Issuer or any Guarantor; orGuarantor (other than as contemplated herein with respect to the Cadence IP Licensee),
(7) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Notes of such series on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes of such series,
(8) make any change in the amendment provisions as to the Notes of the applicable series which require each holder’s consent of each holder of Notes a Note of such series or in the waiver provisions; applicable provisions as they relate to the Notes of such series, or
(9) amend or waive the applicable Issuers’ obligation to redeem the Notes of such series through the Special Mandatory Redemption in a fashion that would adversely affect the holders of the Notes of such series. In addition, except for any release contemplated hereby, without the consent of the holders of at least 66 2/3% in principal amount of the Notes of a series then outstanding, no amendment, supplement or waiver may release the Guarantee with respect to the Notes of such series 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 Company Issuers shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment (with a copy to the Trustee)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 CompanyNotwithstanding Section 9.01 of this Indenture and subject to Section 9.06, the Issuer, the Guarantors, the Trustee and the Notes Collateral Agent, as applicable, Agent may amend or supplement this Indenture with respect to any series of Indenture, the Notes, the Notes of such series, the Guarantees thereofGuarantees, the Security Documents, the ABL/Cash Flow Intercreditor Agreement and/or any Junior Priority Intercreditor Agreement, Documents and any past Default or compliance with any provisions of this Indenture with respect to any series of Notes, the Notes of the affected series or the Guarantees thereof may be waived, intercreditor agreement with the written consent of the Company and the holders Holders of at least a majority in principal amount of the Notes of such series then outstanding voting as a single classclass (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07, 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 Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Notes, the Guarantees the Security Documents or any intercreditor agreement may be waived with the consent of the Holders of a majority of the then outstanding aggregate principal amount of Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with the purchase of, or tender offer or exchange offer for, any applicable series of Notes). Section 2.09 and Section 13.04 shall determine which Notes are considered to be "outstanding" for the purposes of this Section 9.02. However, without the consent of each holder Holder of an outstanding Note series of the applicable series Notes affected, no an amendment or waiver maymay not, with respect to any Notes held by a non-consenting Holder:
(1i) reduce the principal amount of such Notes of the applicable series whose holders Holders must consent to an amendment, supplement or waiver;
(2) reduce the rate of or extend the time for payment of interest, on any Note of the applicable series;
(3ii) reduce the principal of or change the Stated Maturity fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of the applicable seriessuch Notes (other than provisions relating to Sections 4.06 and 4.08);
(4iii) reduce the premium payable upon the redemption rate of any Note of the applicable series or change the time at which for payment of interest on any Note of the applicable series may be redeemed in accordance with Article IIINote;
(5iv) waive a Default in the payment of principal of or 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 Notes 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 Guarantee which cannot be amended or modified without the consent of all affected Holders;
(v) make any Note of the applicable series payable in money other than that stated in such Note;
(6) expressly subordinate the Notes of the applicable series or any Guarantee of the Notes of such series to any other Indebtedness of the Company or any Guarantor; or
(7vi) make any change in the amendment provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
(vii) make any change to this Section 9.02;
(viii) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder's Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder's Notes;
(ix) make any change to or modify the ranking of Notes that would materially adversely affect the Holders; or
(x) except as expressly permitted by this Indenture, modify the Guarantees in any manner materially adverse to the Notes Holders. In addition, without the consent of the applicable series which require each holder’s consent of each holder Holders of Notes of such series at least 66 2/3% in principal amount of Notes then outstanding, no amendment, supplement or in the waiver provisions; applicable to may release all or substantially all of the Notes of Collateral other than in accordance with this Indenture and the applicable seriesSecurity Documents. 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 Company shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment (with a copy to the Trustee). 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 (Kronos Worldwide Inc)
With Consent of the Holders. (a) The CompanyIssuer, the Guarantors, the Trustee and the Notes Collateral Agent, as applicable, Agent may amend or supplement this Indenture with respect to any series of Notes, the Notes of such series, the Guarantees thereofIndenture, the Security Documents, the ABL/Cash Flow Intercreditor Agreement and/or any Junior Priority Intercreditor Agreement, and any past Default Notes or compliance with any provisions of this Indenture with respect to any series of Notes, the Notes of the affected series or the Guarantees thereof may be waived, with the written consent of the Company and the holders Holders of at least a majority in principal amount of the Outstanding Notes of such series then outstanding each series, each voting as a single class. Howeverseparate class (including consents obtained in connection with a purchase of, or tender offer or exchange for the Notes), and any past default or non-compliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the Outstanding Notes of the Controlling Series, as provided in Article 6 (in each case including consents obtained in connection with a purchase of, or tender offer or exchange for, the Notes).
(b) Notwithstanding anything else in this Indenture to the contrary, however, without the consent of each holder Holder of an outstanding Outstanding Note of the applicable series affected, no an amendment or waiver maymay not:
(i) change any installment of interest with respect to the Notes or reduce the principal amount of or interest or any other amount payable with respect to any Note,
(ii) change the currency in which, or change the required place at which, payment with respect to principal of or interest with respect to the Notes is payable,
(iii) change the times at or the amounts in which the Notes are required to be redeemed,
(iv) (1) release any Guarantor from any of its obligations under its Notes Guarantee other than in accordance with the terms of this Indenture or (2) adversely change any Notes Guarantee or the priority of the Liens in the Collateral or release all or substantially all of the Collateral from the Liens created by the Security Documents, except in each case as specifically provided for in this Indenture and the Security Documents,
(v) after the Issuer’s obligation to purchase Notes arises under Section 4.06, amend, change or modify in any material respect its obligation to make and consummate a Change of Control Offer,
(vi) modify any Security Document or the provisions of this Indenture in a way that would release or change the priority of the Lien with respect to all or a substantial portion of the Collateral, except, in each case, as specifically provided for in this Indenture and the Security Documents,
(vii) reduce the percentage of the principal amount outstanding of Notes of required to modify or amend this Indenture or the applicable series whose holders must consent to an amendment;
(2) reduce the rate of terms or extend the time for payment of interest, on any Note of the applicable series;
(3) reduce the principal of or change the Stated Maturity of any Note of the applicable series;
(4) reduce the premium payable upon the redemption of any Note of the applicable series or change the time at which any Note of the applicable series may be redeemed in accordance with Article III;
(5) make any Note of the applicable series payable in money other than that stated in such Note;
(6) expressly subordinate the Notes of the applicable series or any Guarantee conditions of the Notes or to waive any future compliance or past Default or Event of such series to any other Indebtedness of the Company or any Guarantor; Default, or
(7viii) make any change in modify the amendment provisions as to the Notes of the applicable series which require each holder’s consent of each holder of Notes of such series or in the waiver provisions; applicable to the Notes of the applicable series. this Section 9.02(b).
(c) 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 amendmentamendment or supplement, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment (with a copy to the Trustee). 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 Company, Issuers and the Trustee and the Notes Collateral Agent, as applicable, may amend this Indenture with respect to any series of Indenture, the Notes, the Notes of such series, the Guarantees thereofGuarantees, the Security Documents, Documents and the ABL/Cash Flow Intercreditor Agreement and/or any Junior Priority Intercreditor Agreement, and any past Default or compliance with any provisions of this Indenture with respect to any series of Notes, the Notes of the affected series or the Guarantees thereof may be waived, Agreements with the consent of the Company and the holders of at least a majority in principal amount of the Notes of such series then outstanding voting as a single classclass (including consents obtained in connection with a tender offer or exchange for the Notes) and any past default or compliance with any provisions of this Indenture 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 of the applicable series affected, no an amendment or waiver maymay not:
(1a) reduce the amount of Notes of the applicable series whose holders must consent to an amendment;
(2b) reduce the rate of or extend the time for payment of interest, interest on any Note of the applicable seriesNote;
(3c) reduce the principal of or change the Stated Maturity of any Note of the applicable seriesNote;
(4d) reduce the premium payable upon the redemption of any Note of the applicable series or change the time at (other than the notice period)at which any Note of the applicable series may be redeemed in accordance with Article III, or reduce the purchase price payable upon the repurchase of any Note or change the time or conditions under which any Note is required to be repurchased in accordance with Sections 4.06, 4.08, 4.18 or 4.19;
(5e) make any Note of the applicable series payable in money other than that stated in such Note;
(6f) release all or substantially all of the Guarantees, expressly subordinate the Notes of the applicable series or any Guarantee of the Notes of such series to any other Indebtedness of the Company an Issuer or any Guarantor; or, or subordinate the Liens securing the Notes or any Guarantee to Liens securing any other Indebtedness;
(7g) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Note 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 on or after such respective dates;
(h) make any change in the amendment provisions as to the Notes of the applicable series which require each holder’s consent of each holder of Notes of such series or in the waiver provisions;
(i) make any change to the provisions of this Indenture, the Intercreditor Agreements or the Security Documents with respect to the pro rata application of proceeds of Collateral in respect of the Notes required thereby in a manner that by its terms modifies the application of such proceeds in respect of the Notes required thereby to be on a less than pro rata basis to the holder of such Note; applicable or Except as expressly provided by this Indenture, the Security Documents or the Intercreditor Agreements, without the consent of the holders of at least 66.67% in an aggregate principal amount of the Notes then outstanding, the Notes Parties may not take any action that would or would have the effect of, directly or indirectly, and 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 or (ii) amend, modify or waive any provision of the applicable seriesdefinition of Liability Management Transaction or Sections 4.03(d), 4.04(c), 4.16 or 12.09. 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 Company Issuers shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment (with a copy to the TrusteeCollateral Agent). 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. No amendment, waiver or consent shall, unless in writing and signed by the Trustee or the Collateral Agent, affect the rights, privileges, protections, indemnities, liabilities, duties or immunities of, or any fees or other amounts payable to, the Trustee (in any capacity hereunder or in connection herewith), or the Collateral Agent (for its own account), respectively, under this Indenture or the other Notes Documents.
Appears in 1 contract