With Consent of the Holders. Notwithstanding Section 9.01 of this Indenture, the Issuer, the Guarantors, the Trustee and the Collateral Trustee may amend or supplement this Indenture, the Securities, the Guarantees, the Intercreditor Agreements and any Security Document with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding voting as a single class (including consents obtained in connection with a purchase of, tender offer or exchange offer for, the Securities), and, subject to Sections 6.04 and 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Securities, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Securities, the Security Documents, the Intercreditor Agreements or the Guarantees, the Intercreditor Agreements and any other Security Document 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, Securities), other than the Securities beneficially owned by the Issuer or any of its Subsidiaries. Section 2.09 and Section 12.04 shall determine which Securities are considered to be “outstanding” for the purposes of this Section 9.02. However, without the consent of each Holder of an outstanding Security affected, an amendment or waiver may not, with respect to any Securities held by a non-consenting Holder: (i) reduce the principal amount of such Securities whose Holders must consent to an amendment, supplement or waiver; (ii) 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 4.09 and 4.14); provided, that any amendment to the notice requirements may be made with the consent of the Holders of a majority in aggregate principal amount of then outstanding Securities prior to giving of any notice; (iii) reduce the rate of or change the time for payment of interest on any Security; (iv) waive a Default in the payment of principal of or premium, if any, or interest on the 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 Guarantee which cannot be amended or modified without the consent of all affected Holders; (v) make any Security payable in money other than that stated in such Security; (vi) make any change in the provisions of this Indenture relating to waivers of past Defaults; (vii) make any change to this Section 9.02 that is materially adverse to the Holders; (viii) impair the contractual right under this Indenture of any Holder 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 ▇▇▇▇▇▇’s Securities; (ix) make any change to or modify the ranking of the Securities that would adversely affect the Holders; or (x) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer), would constitute a Significant Subsidiary, in any manner adverse to the Holders. 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 shall promptly mail or otherwise send in accordance with the procedures of the Depositary 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 (Party City Holdco Inc.)
With Consent of the Holders. Notwithstanding Section 9.01 of (a) The Issuer and the Trustee may amend this Indenture, the IssuerNotes, any Security Document, the GuarantorsFirst Lien Intercreditor Agreement, the Trustee ABL Intercreditor Agreement and the Collateral Trustee may amend or supplement this Indenture, the Securities, the Guarantees, the Junior Priority Intercreditor Agreements and any Security Document with the written consent of the Holders of at least a majority in principal amount of the Securities Notes then outstanding voting as a single class (including which consents may be obtained in connection with a purchase of, tender offer or exchange offer for, for the Securities), and, subject to Sections 6.04 Notes) and 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Securities, except a payment past default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Securities, the Security Documents, the Intercreditor Agreements or the Guarantees, the Intercreditor Agreements and any other Security Document provisions may be waived with the consent of the Holders holders of a majority in aggregate principal amount of the Notes then outstanding Securities (including Additional Securities, if any) voting as a single class (including which consents may be obtained in connection with the purchase of, or a tender offer or exchange offer for, Securities), other than the Securities beneficially owned by the Issuer or any of its Subsidiaries. Section 2.09 and Section 12.04 shall determine which Securities are considered to be “outstanding” for the purposes of this Section 9.02Notes). HoweverNotwithstanding the foregoing, without the consent of each Holder of an outstanding Security Note affected, an no amendment or waiver may not, with respect to any Securities held by a non-consenting Holdermay:
(i) reduce the principal amount of such Securities Notes whose Holders must consent to an amendment, supplement or waiver;,
(ii) reduce the rate of or extend the time for payment of interest on any Note,
(iii) reduce the principal of or change the fixed final maturity Stated Maturity of any such Security or alter or waive Note,
(iv) reduce the provisions with respect to amount payable upon the redemption of such Securities (other than provisions relating to Sections 4.09 and 4.14); provided, that any amendment to the notice requirements may be made with the consent of the Holders of a majority in aggregate principal amount of then outstanding Securities prior to giving of any notice;
(iii) reduce the rate of Note or change the time for payment of interest on when any Security;
(iv) waive a Default Note may be redeemed in the payment of principal of or premium, if any, or interest on the 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 Guarantee which cannot be amended or modified without the consent of all affected Holders;accordance with Article 3,
(v) make any Security Note payable in money other than that stated in such Security;Note,
(vi) make any change in Section 6.07 or the provisions second sentence of this Indenture relating to waivers of past Defaults;Section 9.02,
(vii) make any change to this Section 9.02 that is materially adverse to the Holders;
(viii) impair the contractual right under this Indenture of any Holder holder to receive payment of principal of, premium, if any, and interest on such Holderholder’s Securities 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 Securities;Notes,
(viii) expressly subordinate the Notes or any Guarantee to any other Indebtedness of the Issuer or any Guarantor,
(ix) make any change to or modify the ranking of the Securities that would adversely affect the Holders; or
(x) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer), would constitute a Significant Subsidiary, in any manner adverse to the Holders, or
(x) make any change in the First Lien Intercreditor Agreement, the ABL Intercreditor Agreement, the Junior Priority Intercreditor Agreements or the provisions in this Indenture dealing with the application of Trust proceeds of the Collateral that would adversely affect the Noteholders. Without the consent of the holders of at least two-thirds in aggregate principal amount of the Notes then outstanding (which consents may be obtained in connection with a tender offer or exchange offer for the Notes), no amendment or waiver may release from the Lien of this Indenture and the Security Documents all or substantially all of the Collateral. 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. .
(b) After an amendment under this Section 9.02 becomes effective, the Issuer shall promptly mail or otherwise send in accordance with the procedures of the Depositary to the 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 amendment under this Section 9.02.
Appears in 1 contract
Sources: Indenture (Hexion Inc.)
With Consent of the Holders. Notwithstanding Section 9.01 of this IndentureThe Issuers, the Issuer, the Senior Secured Note Guarantors, the Trustee and the Collateral Trustee Agent may amend or supplement this Senior Secured Notes Indenture, the SecuritiesSenior Secured Notes, the GuaranteesFirst Lien Intercreditor Agreement, the 2013 Intercreditor Agreement, Additional Intercreditor Agreements and the Security Documents and release any Security Document (but less than substantially all) of the Collateral with the written consent of the Holders holders of at least a majority in principal amount of the Securities Senior Secured Notes then outstanding voting as a single class (including Additional Senior Secured Notes and consents obtained in connection with a purchase of, tender offer or exchange offer for, the Securities), and, subject to Sections 6.04 for Senior Secured Notes) and 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Securities, except a payment past default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Securities, the Security Documents, the Intercreditor Agreements or the Guarantees, the Intercreditor Agreements and any other Security Document provisions may be waived with the consent of the holders of a majority in principal amount of the Senior Secured Notes then outstanding (including Additional Senior Secured Notes and consents obtained in connection with a tender offer or exchange for Senior Secured Notes); provided, however, that (x) if any such amendment or waiver will only affect one series of Senior Secured Notes (or less than all series of Senior Secured Notes) then outstanding under this Senior Secured Notes Indenture, then only the consent of the Holders of a majority in aggregate principal amount of the Senior Secured Notes of such series then outstanding Securities (including Additional Securitiesincluding, if any) voting as a single class (including in each case, consents obtained in connection with the purchase of, or a tender offer or exchange offer for, Securities), other than the Securities beneficially owned by the Issuer or for Senior Secured Notes) shall be required and (y) if any of its Subsidiaries. Section 2.09 and Section 12.04 shall determine which Securities are considered to be “outstanding” for the purposes of this Section 9.02. However, without the consent of each Holder of an outstanding Security affected, an such amendment or waiver may not, with respect to any Securities held by its terms will affect a non-consenting Holder:
(i) reduce the principal amount series of such Securities whose Holders must consent to an amendment, supplement or waiver;
(ii) reduce the principal of or change the fixed final maturity of any such Security or alter or waive the provisions with respect Senior Secured Notes in a manner different and materially adverse relative to the redemption manner such amendment or waiver affects other series of such Securities (other than provisions relating to Sections 4.09 and 4.14); providedSenior Secured Notes, that any amendment to the notice requirements may be made with then the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities prior to giving of any notice;
(iii) reduce the rate of or change the time for payment of interest on any Security;
(iv) waive a Default in the payment of principal of or premium, if any, or interest on the 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 Senior Secured Notes of such series then outstanding (including, in each case, consent obtained in connection with a waiver of the payment default tender offer or exchange offer for Senior Secured Notes) shall be required; provided further, however, 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 Security payable in money other than that stated in such Security;
(vi) make any change in the provisions of this Indenture relating to waivers of past Defaults;
(vii) make any change to this Section 9.02 that is materially adverse to the Holders;
(viii) impair the contractual right under this Indenture of any Holder 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 ▇▇▇▇▇▇’s Securities;
(ix) make any change to or modify the ranking of the Securities that would adversely affect the Holders; or
(x) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer), would constitute a Significant Subsidiary, in any manner adverse to the Holders. 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 shall promptly mail or otherwise send in accordance with the procedures of the Depositary 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 each holder of an outstanding Senior Secured Note affected, no amendment under this Section 9.02.may, among other things:
Appears in 1 contract
Sources: Senior Secured Notes Indenture (Reynolds Group Holdings LTD)
With Consent of the Holders. Notwithstanding Section 9.01 The Issuers and the Trustee may amend this Indenture, the Notes of any series and the Guarantees, and any past Default or compliance with any provisions of this Indenture, the IssuerNotes of any series or the Guarantees may be waived, the Guarantors, the Trustee and the Collateral Trustee may amend or supplement this Indenture, the Securities, the Guarantees, the Intercreditor Agreements and any Security Document with the written consent of the Holders Issuers and the holders of at least a majority in principal amount of the Securities Notes of such series then outstanding voting as a single class (including consents obtained in connection with a purchase of, tender offer or exchange offer for, the Securities), and, subject to Sections 6.04 and 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, 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, the Security Documents, the Intercreditor Agreements or the Guarantees, the Intercreditor Agreements and any other Security Document 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, Securities), other than the Securities beneficially owned by the Issuer or any of its Subsidiaries. Section 2.09 and Section 12.04 shall determine which Securities are considered to be “outstanding” for the purposes of this Section 9.02class. However, without the consent of each Holder holder of an outstanding Security Note of such series affected, an no amendment or waiver may not, with respect to any Securities held by a non-consenting Holdermay:
(i1) reduce the principal amount of Notes of such Securities series whose Holders holders must consent to an amendment, supplement or waiver;,
(ii2) reduce the rate of or extend the time for payment of interest on any Note of such series,
(3) reduce the principal of or change the fixed final maturity Stated Maturity of any Note of such Security or alter or waive series,
(4) reduce the provisions with respect to premium payable upon the redemption of any Note of such Securities (other than provisions relating to Sections 4.09 and 4.14); provided, that any amendment to the notice requirements may be made with the consent of the Holders of a majority in aggregate principal amount of then outstanding Securities prior to giving of any notice;
(iii) reduce the rate of series or change the time for payment at which any Note of interest on any Security;such series may be redeemed in accordance with Article III,
(iv) waive a Default in the payment of principal of or premium, if any, or interest on the 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 Guarantee which cannot be amended or modified without the consent of all affected Holders;
(v5) make any Security Note of such series payable in money other than that stated in such Security;Note,
(vi6) make expressly subordinate the Notes of such series or any change in Guarantee to any other Indebtedness of an Issuer or any Guarantor (other than as contemplated herein with respect to the provisions of this Indenture relating to waivers of past Defaults;Cadence IP Licensee),
(vii) make any change to this Section 9.02 that is materially adverse to the Holders;
(viii7) impair the contractual right under this Indenture of any Holder holder to receive payment of principal of, premium, if any, and interest on such Holderholder’s Securities 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 Securities;Notes of such series,
(ix) 8) make any change in the amendment provisions which require consent of each holder of a Note of such series or in the waiver provisions as they relate to the Notes of such series, or
(9) amend or modify waive the ranking Issuers’ obligation to redeem the Notes of such series through the Securities Special Mandatory Redemption in a fashion that would adversely affect the Holders; or
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 (xi) except as expressly permitted by this Indentureassets, modify the Guarantees of any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements 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 Issuer), would constitute a Significant Subsidiarylast four fiscal quarter period of the Parent most recently ended, in any manner adverse to excess of 75% of the HoldersEBITDA of the Issuers and all Guarantors, taken as a whole, for such period. 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 Issuer Issuers shall promptly mail mail, or otherwise send deliver in accordance with the procedures of the Depositary 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
Sources: Indenture (Mallinckrodt PLC)
With Consent of the Holders. Notwithstanding Section 9.01 of (a) The Issuers, the Senior Note Guarantors and the Trustee may amend this Senior Notes Indenture, the Issuer, the Guarantors, the Trustee Escrow Agreement and the Collateral Trustee may amend or supplement this Indenture, the Securities, the Guarantees, the Intercreditor Agreements and any Security Document Senior Notes with the written consent of the Holders holders of at least a majority in principal amount of the Securities Senior Notes then outstanding voting as a single class (including consents obtained in connection with a purchase of, tender offer or exchange offer for, for the Securities), and, subject to Sections 6.04 Senior Notes) and 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Securities, except a payment past default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Securities, the Security Documents, the Intercreditor Agreements or the Guarantees, the Intercreditor Agreements and any other Security Document provisions may be waived with the consent of the Holders holders of a majority in aggregate principal amount of the Senior Notes then outstanding Securities (including Additional Securitiesoutstanding; provided, if any) voting as a single class (including consents obtained in connection with the purchase ofhowever, or tender offer or exchange offer for, Securities), other than the Securities beneficially owned by the Issuer or any of its Subsidiaries. Section 2.09 and Section 12.04 shall determine which Securities are considered to be “outstanding” for the purposes of this Section 9.02. However, that without the consent of each Holder holder of an outstanding Security Senior Note affected, an no amendment or waiver may notmay, with respect to any Securities held by a non-consenting Holderamong other things:
(i) reduce the principal amount of such Securities Senior Notes whose Holders holders must consent to an amendment, supplement or waiver;
(ii) 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 4.09 and 4.14); provided, that any amendment to the notice requirements may be made with the consent of the Holders of a majority in aggregate principal amount of then outstanding Securities prior to giving of any notice;
(iii) reduce the rate of or change extend the time for payment of interest on any SecuritySenior Note;
(iii) reduce the principal of or extend the Stated Maturity of any Senior Note;
(iv) waive a Default reduce the premium or amount payable upon the redemption of any Senior Note, change the time at which any Senior Note may be redeemed in the payment accordance with Article III of principal of this Senior Notes Indenture or premium, if any, Sections 5 or interest on the Securities, except a rescission of acceleration 6 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 Guarantee which cannot be amended or modified without the consent of all affected HoldersSenior Notes;
(v) make any Security Senior Note payable in money other than that stated in such SecuritySenior Note;
(vi) make expressly subordinate the Senior Notes or any change in the provisions Senior Note Guarantee to any other Indebtedness of any Issuer, BP I or any Senior Note Guarantor not otherwise permitted by this Indenture relating to waivers of past DefaultsSenior Notes Indenture;
(vii) make any change to this Section 9.02 that is materially adverse to the Holders;
(viii) impair the contractual right under this Indenture of any Holder holder to receive payment of principal of, premium, if any, and interest on such Holderholder’s Securities Senior 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 SecuritiesSenior Notes;
(viii) make any change in Section 6.04 or the proviso at the end of the first sentence of this Section 9.02;
(ix) [Reserved.]; or 124
(x) make any change to in Section 4.15 of this Senior Notes Indenture or modify the ranking Section 7 of the Securities Senior Notes that adversely affects the rights of any Holder to receive payments of Additional Amounts pursuant to such provisions or amend the terms of the Senior Notes or this Senior Notes Indenture in a way that would result in the loss of an exemption from any of the Taxes described thereunder that are required to be withheld or deducted by any Relevant Taxing Jurisdiction from any payments made on the Senior Note or any Senior Note Guarantee by the Payors, unless RGHL or any Restricted Subsidiary agrees to pay any Additional Amounts that arise as a result; provided that for purposes of this clause (x) a “Relevant Taxing Jurisdiction” shall include the United States.
(b) Subject to the terms of Section 9.02(a) (including clauses (i) through (x) thereof), without the consent of the holders of 90% in principal amount of the Senior Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer or exchange for the Senior Notes), an amendment or waiver may not:
(i) change the provisions applicable to the special mandatory redemption of any Senior Note as set forth in Section 3.09; or
(ii) make any change in the Escrow Agreement that would adversely affect the Holders; or
(x) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer), would constitute a Significant Subsidiary, in any manner adverse to the Holders. 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 Issuers shall promptly mail (or otherwise send deliver in accordance with the procedures of the Depositary applicable DTC procedures) to the 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. Notwithstanding Section 9.01 of this Indenture, the Issuer, the Guarantors, the Trustee and the Collateral Trustee (a) The Issuer may amend this Note Agreement or supplement this Indenturethe Notes (i) so long as any New Investments Notes remain outstanding or obligations thereunder remain unpaid, with the Securitieswritten consent of at least a majority in principal amount of the New Investments Notes then outstanding (excluding any New Investments Notes held by the Issuer or any Affiliate) voting as a single class (including consents obtained in connection with a tender offer or exchange for the New Investments Notes), the Guaranteesor (ii) thereafter, the Intercreditor Agreements and any Security Document with the written consent of the Holders of at least a majority in principal amount of the Securities Notes then outstanding voting as a single class (including consents obtained in connection with a purchase of, tender offer or exchange offer for, for the SecuritiesNotes and including consents received from the Issuer or any of its Affiliates), and, subject to Sections 6.04 and 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Securities, except a payment past default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Securities, the Security Documents, the Intercreditor Agreements or the Guarantees, the Intercreditor Agreements and any other Security Document provisions may be waived with the written consent of the Holders (x) so long as any New Investments Notes remain outstanding or obligations thereunder remain unpaid, holder of at least a majority in aggregate principal amount of the New Investments Notes then outstanding Securities (including Additional Securitiesexcluding any New Investments Notes held by the Issuer, if anySponsor or any Affiliate) voting as a single class (including consents obtained in connection with the purchase of, or a tender offer or exchange offer for, Securitiesfor the New Investments Notes), other than or (y) thereafter, the Securities beneficially owned by holders of a majority in principal amount of the Issuer Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or any of its Subsidiaries. Section 2.09 and Section 12.04 shall determine which Securities are considered to be “outstanding” exchange for the purposes of this Section 9.02Notes). However, without the consent of (A) so long as any New Investments Notes remain outstanding or obligations thereunder remain unpaid, each holder of outstanding New Investments Notes or (B) thereafter each Holder of an outstanding Security Note affected, an amendment or waiver may not, with respect to any Securities held by a non-consenting Holder:
(i) reduce the principal amount of such Securities Notes whose Holders must consent to an amendment, supplement or waiver;,
(ii) reduce the rate of or extend the time for payment of interest on any Note,
(iii) reduce the principal of or change the fixed final maturity Stated Maturity of any such Security or alter or waive Note,
(iv) reduce the provisions with respect to premium payable upon the redemption of such Securities (other than provisions relating to Sections 4.09 and 4.14); provided, that any amendment to the notice requirements may be made with the consent of the Holders of a majority in aggregate principal amount of then outstanding Securities prior to giving of any notice;
(iii) reduce the rate of Note or change the time for payment when any Note may be redeemed in accordance with Article 3 of interest on any Security;
(iv) waive a Default in the payment this Note Agreement or Paragraph 5 of principal Appendix A of or premium, if any, or interest on the 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 Guarantee which cannot be amended or modified without the consent of all affected Holders;Note Agreement,
(v) make any Security Note payable in money other than that stated in such Security;Note,
(vi) make any change in the provisions of this Indenture relating to waivers of past Defaults;
(vii) make any change to this Section 9.02 that is materially adverse to the Holders;
(viii) impair the contractual right under this Indenture of any Holder holder to receive payment of principal of, premium, if any, and interest on such Holder’s Securities 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 Securities;Notes,
(vii) make any change in the amendment provisions which require each Holder’s consent or in the waiver provisions,
(viii) amend or modify any of the subordination provisions of this Note Agreement or the related definitions in any manner adverse to the Holders of the Notes or any Guarantee thereof, or
(ix) make any change to or modify the ranking of the Securities that would adversely affect the Holders; or
(x) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer), would constitute a Significant Subsidiary, in any manner adverse to the Holders. It shall not be necessary for the consent of the Holders under this Section 9.02 or holders of New Investments Notes (if applicable) 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 Issuer shall promptly mail or otherwise send in accordance with electronically transmit (or cause to be mailed or electronically transmitted) to the procedures of the Depositary to Holder Agent and 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. Notwithstanding Section 9.01 of this IndentureThe Issuers, the Issuer, the Guarantors, the Trustee Senior Note Guarantors and the Collateral Trustee may amend or supplement this Indenture, Senior Notes Indenture and the Securities, the Guarantees, the Intercreditor Agreements and any Security Document Senior Notes with the written consent of the Holders holders of at least a majority in principal amount of the Securities Senior Notes then outstanding voting as a single class (including consents obtained in connection with a purchase of, tender offer or exchange offer for, for the Securities), and, subject to Sections 6.04 Senior Notes) and 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Securities, except a payment past default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Securities, the Security Documents, the Intercreditor Agreements or the Guarantees, the Intercreditor Agreements and any other Security Document provisions may be waived with the consent of the Holders holders of a majority in aggregate principal amount of the Senior Notes then outstanding Securities (including Additional Securitiesoutstanding; provided, if any) voting as a single class (including consents obtained in connection with the purchase ofhowever, or tender offer or exchange offer for, Securities), other than the Securities beneficially owned by the Issuer or any of its Subsidiaries. Section 2.09 and Section 12.04 shall determine which Securities are considered to be “outstanding” for the purposes of this Section 9.02. However, that without the consent of each Holder holder of an outstanding Security Senior Note affected, an no amendment or waiver may notmay, with respect to any Securities held by a non-consenting Holderamong other things:
(i) reduce the principal amount of such Securities Senior Notes whose Holders holders must consent to an amendment, supplement or waiver;
(ii) 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 4.09 and 4.14); provided, that any amendment to the notice requirements may be made with the consent of the Holders of a majority in aggregate principal amount of then outstanding Securities prior to giving of any notice;
(iii) reduce the rate of or change extend the time for payment of interest on any SecuritySenior Note;
(iii) reduce the principal of or extend the Stated Maturity of any Senior Note;
(iv) waive a Default reduce the premium or amount payable upon the redemption of any Senior Note, change the time at which any Senior Note may be redeemed in the payment accordance with Article III of principal of this Senior Notes Indenture or premium, if any, Sections 5 or interest on the Securities, except a rescission of acceleration 6 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 Guarantee which cannot be amended or modified without the consent of all affected HoldersSenior Notes;
(v) make any Security Senior Note payable in money other than that stated in such SecuritySenior Note;
(vi) make expressly subordinate the Senior Notes or any change in the provisions Senior Note Guarantee to any other Indebtedness of any Issuer, BP I or any Senior Note Guarantor not otherwise permitted by this Indenture relating to waivers of past DefaultsSenior Notes Indenture;
(vii) make any change to this Section 9.02 that is materially adverse to the Holders;
(viii) impair the contractual right under this Indenture of any Holder holder to receive payment of principal of, premium, if any, and interest on such Holderholder’s Securities Senior 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 SecuritiesSenior Notes;
(viii) make any change in Section 6.04 or the proviso at the end of the first sentence of this Section 9.02;
(ix) make any change to or modify the ranking of the Securities that would adversely affect the Holders; or[Reserved.]
(x) except as expressly permitted by make any change in Section 4.15 of this Indenture, modify Senior Notes Indenture or Section 7 of the Guarantees Senior Notes that adversely affects the rights of any Significant Subsidiary, Holder to receive payments of Additional Amounts pursuant to such provisions or amend the terms of the Senior Notes or this Senior Notes Indenture in a way that would result in the loss of an exemption from any of the Taxes described thereunder that are required to be withheld or deducted by any Relevant Taxing Jurisdiction from any payments made on the Senior Note or any group of Restricted Subsidiaries thatSenior Note Guarantee by the Payors, taken together (as of the latest audited consolidated financial statements for the Issuer), would constitute a Significant Subsidiary, in any manner adverse to the Holders. 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 shall promptly mail or otherwise send in accordance with the procedures of the Depositary to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, unless RGHL or any defect therein, Restricted Subsidiary agrees to pay any Additional Amounts that arise as a result; provided that for purposes of this clause (x) a “Relevant Taxing Jurisdiction” shall not impair or affect include the validity of an amendment under this Section 9.02United States.
Appears in 1 contract
With Consent of the Holders. Notwithstanding Section 9.01 of this Indenture, the Issuer, the Guarantors, (a) The Issuer and the Trustee and may, with respect to each series of Notes, amend this Indenture or the Collateral Trustee may amend or supplement this Indenture, the Securities, the Guarantees, the Intercreditor Agreements and any Security Document Notes of such series with the written consent of the Holders holders of at least a majority in principal amount of the Securities Notes of such series and loans under the Senior Interim Loan Facility then outstanding voting as a single class (including consents obtained in connection with a purchase of, tender offer or exchange offer for, the Securities), and, subject to Sections 6.04 and 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, 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, the Security Documents, the Intercreditor Agreements or the Guarantees, the Intercreditor Agreements and any other Security Document 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, Securities), other than the Securities beneficially owned by the Issuer or any of its Subsidiaries. Section 2.09 and Section 12.04 shall determine which Securities are considered to be “outstanding” for the purposes of this Section 9.02Notes). However, without the consent of each Holder holder of an outstanding Security Note affected, an amendment or waiver may not, with respect to any Securities held by a non-consenting Holder:
(i1) reduce the principal amount of such Securities Notes whose Holders holders must consent to an amendment, supplement or waiver;,
(ii2) reduce the rate of or extend the time for payment of interest on any Note,
(3) reduce the principal of or change the fixed final maturity Stated Maturity of any such Security or alter or waive Note,
(4) reduce the provisions with respect to premium payable upon the redemption of such Securities (other than provisions relating to Sections 4.09 and 4.14); provided, that any amendment to the notice requirements may be made with the consent of the Holders of a majority in aggregate principal amount of then outstanding Securities prior to giving of any notice;
(iii) reduce the rate of Note or change the time for payment of interest on at which any Security;Note may be redeemed in accordance with Article 3,
(iv) waive a Default in the payment of principal of or premium, if any, or interest on the 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 Guarantee which cannot be amended or modified without the consent of all affected Holders;
(v5) make any Security Note payable in money other than that stated in such SecurityNote,
(6) expressly subordinate the Notes or any Note Guarantee to any other Indebtedness of the Issuer or any Note Guarantor;
(vi) make any change in the provisions of this Indenture relating to waivers of past Defaults;
(vii) make any change to this Section 9.02 that is materially adverse to the Holders;
(viii7) impair the contractual right under this Indenture of any Holder holder to receive payment of principal of, premium, if any, and interest on such Holderholder’s Securities 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 Securities;Notes, or
(ix) 8) make any change to in the amendment provisions which require each holder’s consent or modify in the ranking of the Securities that would adversely affect the Holders; waiver provisions or
(x9) except as expressly permitted by this Indenture, modify or release the Guarantees Note Guarantee of any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer), would constitute a Significant Subsidiary, Subsidiary in any manner adverse to the Holdersholders of the Notes. 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 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 shall promptly mail or otherwise send in accordance with the procedures of the Depositary 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. Notwithstanding Section 9.01 of this IndentureThe Issuers, the Issuer, the Guarantors, the Trustee Senior Note Guarantors and the Collateral Trustee may amend or supplement this Indenture, Senior Notes Indenture and the Securities, the Guarantees, the Intercreditor Agreements and any Security Document Senior Notes with the written consent of the Holders of at least a majority in principal amount of the Securities Senior Notes then outstanding voting as a single class (including consents obtained in connection with a purchase of, tender offer or exchange offer for, for the Securities), and, subject to Sections 6.04 Senior Notes) and 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Securities, except a payment past default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Securities, the Security Documents, the Intercreditor Agreements or the Guarantees, the Intercreditor Agreements and any other Security Document provisions may be waived with the consent of the Holders of a majority in aggregate principal amount of the Senior Notes then outstanding Securities (including Additional Securitiesoutstanding; provided, if any) voting as a single class (including consents obtained in connection with the purchase ofhowever, or tender offer or exchange offer for, Securities), other than the Securities beneficially owned by the Issuer or any of its Subsidiaries. Section 2.09 and Section 12.04 shall determine which Securities are considered to be “outstanding” for the purposes of this Section 9.02. However, that without the consent of each Holder of an outstanding Security Senior Note affected, an no amendment or waiver may notmay, with respect to any Securities held by a non-consenting Holderamong other things:
(i) reduce the principal amount of such Securities Senior Notes whose Holders must consent to an amendment, supplement or waiver;
(ii) 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 4.09 and 4.14); provided, that any amendment to the notice requirements may be made with the consent of the Holders of a majority in aggregate principal amount of then outstanding Securities prior to giving of any notice;
(iii) reduce the rate of or change extend the time for payment of interest on any SecuritySenior Note;
(iii) reduce the principal of or extend the Stated Maturity of any Senior Note;
(iv) waive a Default reduce the premium or amount payable upon the redemption of any Senior Note, change the time at which any Senior Note may be redeemed in the payment accordance with Article III of principal of this Senior Notes Indenture or premium, if any, Sections 5 or interest on the Securities, except a rescission of acceleration 6 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 Guarantee which cannot be amended or modified without the consent of all affected HoldersSenior Notes;
(v) make any Security Senior Note payable in money other than that stated in such SecuritySenior Note;
(vi) make expressly subordinate the Senior Notes or any change in the provisions Senior Note Guarantee to any other Indebtedness of any Issuer, BP I or any Senior Note Guarantor not otherwise permitted by this Indenture relating to waivers of past DefaultsSenior Notes Indenture;
(vii) make any change to this Section 9.02 that is materially adverse to the Holders;
(viii) impair the contractual right under this Indenture of any Holder to receive payment of principal of, premium, if any, and interest on such Holder’s Securities Senior 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 SecuritiesSenior Notes;
(viii) make any change in Section 6.04 or the proviso at the end of the first sentence of this Section 9.02;
(ix) make any change to or modify the ranking of the Securities that would adversely affect the Holders[Reserved.]; or
(x) except as expressly permitted by make any change in Section 4.15 of this Indenture, modify Senior Notes Indenture or Section 7 of the Guarantees Senior Notes that adversely affects the rights of any Significant Subsidiary, Holder to receive payments of Additional Amounts pursuant to such provisions or amend the terms of the Senior Notes or this Senior Notes Indenture in a way that would result in the loss of an exemption from any of the Taxes described thereunder that are required to be withheld or deducted by any Relevant Taxing Jurisdiction from any payments made on the Senior Note or any group Senior Note Guarantee by the Payors, unless RGHL or any Restricted Subsidiary agrees to pay any Additional Amounts that arise as a result; provided that for purposes of Restricted Subsidiaries that, taken together this clause (as of x) a “Relevant Taxing Jurisdiction” shall include the latest audited consolidated financial statements for the Issuer), would constitute a Significant Subsidiary, in any manner adverse to the HoldersUnited States. 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 Issuers shall promptly mail (or otherwise send deliver in accordance with the procedures of the Depositary applicable DTC procedures) to the 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
Sources: Senior Notes Indenture (Beverage Packaging Holdings (Luxembourg) IV S.a r.l.)
With Consent of the Holders. Notwithstanding Section 9.01 of this Indenture(a) The Issuers, the Issuer, the Senior Secured Note Guarantors, the Trustee and the Collateral Trustee Agent may amend or supplement this Senior Secured Notes Indenture, the SecuritiesSenior Secured Notes, the GuaranteesFirst Lien Intercreditor Agreement, the 2007 Intercreditor Agreement, Additional Intercreditor Agreements and any the Security Document Documents with the written consent of the Holders holders of at least a majority in principal amount of the Securities Senior Secured Notes then outstanding voting as a single class (including consents obtained in connection with a purchase of, tender offer or exchange offer for, for the Securities), and, subject to Sections 6.04 Senior Secured Notes) and 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Securities, except a payment past default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Securities, the Security Documents, the Intercreditor Agreements or the Guarantees, the Intercreditor Agreements and any other Security Document provisions may be waived with the consent of the Holders holders of a majority in aggregate principal amount of the Senior Secured Notes then outstanding Securities (including Additional Securitiesoutstanding; provided, if any) voting as a single class (including consents obtained in connection with the purchase ofhowever, or tender offer or exchange offer for, Securities), other than the Securities beneficially owned by the Issuer or any of its Subsidiaries. Section 2.09 and Section 12.04 shall determine which Securities are considered to be “outstanding” for the purposes of this Section 9.02. However, that without the consent of each Holder holder of an outstanding Security Senior Secured Note affected, an no amendment or waiver may notmay, with respect to any Securities held by a non-consenting Holderamong other things:
(i) reduce the principal amount of such Securities Senior Secured Notes whose Holders holders must consent to an amendment, supplement or waiver;
(ii) 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 4.09 and 4.14); provided, that any amendment to the notice requirements may be made with the consent of the Holders of a majority in aggregate principal amount of then outstanding Securities prior to giving of any notice;
(iii) reduce the rate of or change extend the time for payment of interest on any SecuritySenior Secured Note;
(iii) reduce the principal of or extend the Stated Maturity of any Senior Secured Note;
(iv) waive a Default reduce the premium or amount payable upon the redemption of any Senior Secured Note, change the time at which any Senior Secured Note may be redeemed in the payment accordance with Article III of principal of this Senior Secured Notes Indenture or premium, if any, Sections 5 or interest on the Securities, except a rescission of acceleration 6 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 Guarantee which cannot be amended or modified without the consent of all affected HoldersSenior Secured Notes;
(v) make any Security Senior Secured Note payable in money other than that stated in such SecuritySenior Secured Note;
(vi) make expressly subordinate the Senior Secured Notes or any change in the provisions Senior Secured Note Guarantee to any other Indebtedness of any Issuer, BP I or any Senior Secured Note Guarantor not otherwise permitted by this Indenture relating to waivers of past DefaultsSenior Secured Notes Indenture;
(vii) make any change to this Section 9.02 that is materially adverse to the Holders;
(viii) impair the contractual right under this Indenture of any Holder holder to receive payment of principal of, premium, if any, and interest on such Holderholder’s Securities Senior Secured 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 SecuritiesSenior Secured Notes;
(viii) make any change in Section 6.04 or the proviso at the end of the first sentence of this Section 9.02;
(ix) make any change to or modify the ranking provisions of the Securities that would adversely affect First Lien Intercreditor Agreement or the Holders; or
(x) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary, 2007 Intercreditor Agreement or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer), would constitute a Significant Subsidiary, Additional Intercreditor Agreement in any manner adverse to the Holders. It shall not be necessary for the consent interests of the Holders under in any material respect;
(x) make any change in Section 4.15 of this Senior Secured Notes Indenture or Section 9.02 to approve 7 of the particular form Senior Secured Notes that adversely affects the rights of any proposed amendment, but it shall be sufficient if Holder to receive payments of Additional Amounts pursuant to such consent approves provisions or amend the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuer shall promptly mail or otherwise send in accordance with the procedures terms of the Depositary Senior Secured Notes or this Senior Secured Notes Indenture in a way that would result in the loss of an exemption from any of the Taxes described thereunder that are required to be withheld or deducted by any Relevant Taxing Jurisdiction from any payments made on the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, Senior Secured Note or any defect thereinSenior Secured Note Guarantee by the Payors, unless RGHL or any Restricted Subsidiary agrees to pay any Additional Amounts that arise as a result; provided that for purposes of this clause (x) a “Relevant Taxing Jurisdiction” shall not impair or affect include the validity of an amendment under this Section 9.02United States.
Appears in 1 contract
Sources: Senior Secured Notes Indenture (RenPac Holdings Inc.)
With Consent of the Holders. Notwithstanding Section 9.01 of this Indenture, the Issuer, the GuarantorsThe Issuers, the Trustee and the Notes Collateral Trustee Agent may amend or supplement this Indenture, the SecuritiesNotes, the Subsidiary Guarantees, the Intercreditor Agreements and any the Security Document Documents with the written consent of the Holders Issuers and the holders of at least a majority in principal amount of the Securities Notes then outstanding voting as a single class (including consents obtained in connection with a purchase of, tender offer or exchange offer for, the Securities), and, subject to Sections 6.04 and 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Securities, except a payment past default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Securities, the Security Documents, the Intercreditor Agreements or the Guarantees, the Intercreditor Agreements and any other Security Document provisions hereof may be waived with the consent of the Holders holders of at least a majority in aggregate principal amount of the Notes then outstanding Securities (including Additional Securities, if any) voting together as a single class (in each case, including consents obtained in connection with the purchase of, or a tender offer or exchange offer for, Securities), other than the Securities beneficially owned by the Issuer or any of its Subsidiaries. Section 2.09 and Section 12.04 shall determine which Securities are considered to be “outstanding” for the purposes of this Section 9.02Notes). However, without the consent of each Holder holder of an outstanding Security Note affected, an amendment or waiver may not, with respect to any Securities held by a non-consenting Holder:
(i1) reduce the principal amount of such Securities Notes whose Holders holders must consent to an amendment, supplement or waiver;,
(ii2) reduce the rate of or extend the time for payment of interest on any Note,
(3) reduce the principal of or change the fixed final maturity Stated Maturity of any such Security or alter or waive Note,
(4) reduce the provisions with respect to premium payable upon the redemption of such Securities (other than provisions relating to Sections 4.09 and 4.14); provided, that any amendment to the notice requirements may be made with the consent of the Holders of a majority in aggregate principal amount of then outstanding Securities prior to giving of any notice;
(iii) reduce the rate of Note or change the time for payment of interest dates on any Security;which such premium is payable upon redemption in accordance with Article III,
(iv) waive a Default in the payment of principal of or premium, if any, or interest on the 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 Guarantee which cannot be amended or modified without the consent of all affected Holders;
(v5) make any Security Note payable in money other than that stated in such Security;Note,
(vi6) make expressly subordinate the Notes or any change in the provisions related Subsidiary Guarantee to any other Indebtedness of this Indenture relating to waivers of past Defaults;an Issuer or any Subsidiary Guarantor,
(vii) make any change to this Section 9.02 that is materially adverse to the Holders;
(viii7) impair the contractual right under this Indenture of any Holder holder to receive payment of principal of, premium, if any, and interest on such Holderholder’s Securities 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 Securities;Notes,
(ix8) 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 dealing with the application of proceeds of Collateral in the Intercreditor Agreements or modify the ranking of the Securities this Indenture that would adversely affect the Holders; or
(x) except holders of the Notes. Except as expressly permitted provided by this Indenture, without the consent of holders of at least 66.67% in principal amount of Notes then outstanding, no amendment may modify or release the Guarantees Subsidiary Guarantee of any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer), would constitute a Significant Subsidiary, Subsidiary in any manner adverse to the Holdersholders of the Notes. In addition, without the consent of the holders of at least 66.67% in an 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 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 Issuers shall promptly mail mail, or otherwise send deliver in accordance with the procedures of the Depositary 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
Sources: Indenture (EP Energy Corp)
With Consent of the Holders. Notwithstanding Section 9.01 of (a) The Issuers and the Trustee may amend this Indenture, the IssuerNotes, the Guarantors, the Trustee and the Collateral Trustee may amend or supplement this Indenture, the Securities, the Guarantees, the Intercreditor Agreements and any Security Document or the Intercreditor Agreement with the written consent of the Holders of at least a majority in principal amount of the Securities Notes then outstanding voting as a single class (including consents obtained in connection with a purchase of, tender offer or exchange offer for, for the Securities), and, subject to Sections 6.04 Notes) and 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Securities, except a payment past default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Securities, the Security Documents, the Intercreditor Agreements or the Guarantees, the Intercreditor Agreements and any other Security Document provisions may be waived with the consent of the Holders holders of a majority in aggregate principal amount of the Notes then outstanding Securities (including Additional Securities, if any) voting as a single class (including consents obtained in connection with the purchase of, or a tender offer or exchange offer for, Securities), other than the Securities beneficially owned by the Issuer or any of its Subsidiaries. Section 2.09 and Section 12.04 shall determine which Securities are considered to be “outstanding” for the purposes Notes); provided, however, that if any such amendment or waiver disproportionately affects either the Floating Rate Notes or the Fixed Rate Notes, such amendment or waiver shall also require the consent of this Section 9.02the holders of a majority in principal amount of the Floating Rate Notes or Fixed Rate Notes, as applicable; provided further, however, that, if any such amendment or waiver affects only the Floating Rate Notes or Fixed Rate Notes, as applicable, the holders of the other series of Notes shall not be required to consent thereto (and in such case, only the consent of at least a majority in principal amount of the affected series of Notes shall be required to consent thereto). However, without the consent of each Holder of an outstanding Security Note affected, an amendment or waiver may not, with respect to any Securities held by a non-consenting Holder:
(i) reduce the principal amount of such Securities Notes whose Holders must consent to an amendment, supplement or waiver;,
(ii) reduce the rate of or extend the time for payment of interest on any Note,
(iii) reduce the principal of or change the fixed final maturity Stated Maturity of any such Security or alter or waive Note,
(iv) reduce the provisions with respect to amount payable upon the redemption of such Securities (other than provisions relating to Sections 4.09 and 4.14); provided, that any amendment to the notice requirements may be made with the consent of the Holders of a majority in aggregate principal amount of then outstanding Securities prior to giving of any notice;
(iii) reduce the rate of Note or change the time for payment of interest on when any Security;
(iv) waive a Default Note may be redeemed in the payment of principal of or premium, if any, or interest on the 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 Guarantee which cannot be amended or modified without the consent of all affected Holders;accordance with Article 3,
(v) make any Security Note payable in money other than that stated in such Security;Note,
(vi) make any change in Section 6.07 or the provisions second sentence of this Indenture relating to waivers of past Defaults;Section 9.02,
(vii) make any change to this Section 9.02 that is materially adverse to the Holders;
(viii) impair the contractual right under this Indenture of any Holder holder to receive payment of principal of, premium, if any, and interest on such Holderholder’s Securities 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 Securities;Notes,
(viii) expressly subordinate the Notes or any Guarantee to any other Indebtedness of the Issuers or any Guarantor,
(ix) make any change to or modify the ranking of the Securities that would adversely affect the Holders; or
(x) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer), would constitute a Significant Subsidiary, in any manner adverse to the Holders,
(x) make any change in the Escrow Agreement or the Intercreditor Agreement or the provisions in the Indenture dealing with the application of Trust proceeds of the Collateral that would adversely affect the Noteholders,
(xi) make any change in the provisions described under Section 4.01(c) that adversely affects the rights of any Noteholder or amend the terms of such Notes or the Indenture in a way that would result in the loss of an exemption from any of the Taxes described thereunder, or
(xii) change the provisions applicable to the redemption of any Notes as set forth in Section 3.10 or Paragraph 6 of the Notes. Without the consent of the holders of at least two-thirds in aggregate principal amount of the Notes then outstanding, no amendment or waiver may release from the Lien of the Indenture and the Security Documents all or substantially all of the Collateral; provided, however, that if any such amendment or waiver disproportionately adversely affects either the Floating Rate Notes or Fixed Rate Notes, such amendment or waiver shall also require the consent of the Holders of at least two-thirds in aggregate principal amount of such adversely affected series of 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. .
(b) After an amendment under this Section 9.02 becomes effective, the Issuer Issuers shall promptly mail or otherwise send in accordance with the procedures of the Depositary 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 (Borden Chemical Inc)
With Consent of the Holders. Notwithstanding Section 9.01 of The Issuers, the Senior Note Guarantors and the Trustee may amend this Senior Notes Indenture, the IssuerSenior Notes, the Guarantors, the Trustee and the Collateral Trustee may amend or supplement this Indenture, the Securities, the Guarantees, the 2013 Intercreditor Agreements Agreement and any Security Document Additional Intercreditor Agreement with the written consent of the Holders of at least a majority in principal amount of the Securities Senior Notes then outstanding voting as a single class (including consents obtained in connection with a purchase of, tender offer or exchange offer for, for the Securities), and, subject to Sections 6.04 Senior Notes) and 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Securities, except a payment past default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Securities, the Security Documents, the Intercreditor Agreements or the Guarantees, the Intercreditor Agreements and any other Security Document provisions may be waived with the consent of the Holders of a majority in aggregate principal amount of the Senior Notes then outstanding Securities (including Additional Securitiesoutstanding; provided, if any) voting as a single class (including consents obtained in connection with the purchase ofhowever, or tender offer or exchange offer for, Securities), other than the Securities beneficially owned by the Issuer or any of its Subsidiaries. Section 2.09 and Section 12.04 shall determine which Securities are considered to be “outstanding” for the purposes of this Section 9.02. However, that without the consent of each Holder of an outstanding Security Senior Note affected, an no amendment or waiver may notmay, with respect to any Securities held by a non-consenting Holderamong other things:
(i) reduce the principal amount of such Securities Senior Notes whose Holders must consent to an amendment, supplement or waiver;
(ii) 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 4.09 and 4.14); provided, that any amendment to the notice requirements may be made with the consent of the Holders of a majority in aggregate principal amount of then outstanding Securities prior to giving of any notice;
(iii) reduce the rate of or change extend the time for payment of interest on any SecuritySenior Note;
(iii) reduce the principal of or extend the Stated Maturity of any Senior Note;
(iv) waive a Default reduce the premium or amount payable upon the redemption of any Senior Note, change the time at which any Senior Note may be redeemed in the payment accordance with Article III of principal of this Senior Notes Indenture or premium, if any, Sections 5 or interest on the Securities, except a rescission of acceleration 6 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 Guarantee which cannot be amended or modified without the consent of all affected HoldersSenior Notes;
(v) make any Security Senior Note payable in money other than that stated in such SecuritySenior Note;
(vi) expressly subordinate the Senior Notes to any other Indebtedness of any Issuer not otherwise permitted by this Senior Notes Indenture or make any change to the subordination provisions set forth in the provisions Article XI of this Senior Notes Indenture relating applicable to waivers any Senior Note Guarantee that adversely affects the rights of past Defaultsany Holder;
(vii) make any change to this Section 9.02 that is materially adverse to the Holders;
(viii) impair the contractual right under this Indenture of any Holder to receive payment of principal of, premium, if any, and interest on such Holder’s Securities Senior 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 SecuritiesSenior Notes;
(viii) make any change in Section 6.04 or the proviso at the end of the first sentence of this Section 9.02;
(ix) make any change to or modify the ranking provisions of the Securities that would adversely affect 2013 Intercreditor Agreement or any Additional Intercreditor Agreement in any manner adverse to the Holdersinterests of the Holders in any material respect; or
(x) except as expressly permitted by make any change in Section 4.15 of this Indenture, modify Senior Notes Indenture or Section 7 of the Guarantees Senior Notes that adversely affects the rights of any Significant Subsidiary, Holder to receive payments of Additional Amounts pursuant to such provisions or amend the terms of the Senior Notes or this Senior Notes Indenture in a way that would result in the loss of an exemption from any of the Taxes described thereunder that are required to be withheld or deducted by any Relevant Taxing Jurisdiction from any payments made on the Senior Note or any group Senior Note Guarantee by the Payors, unless RGHL or any Restricted Subsidiary agrees to pay any Additional Amounts that arise as a result; provided, however, that for purposes of Restricted Subsidiaries that, taken together this clause (as of x) a “Relevant Taxing Jurisdiction” shall include the latest audited consolidated financial statements for the Issuer), would constitute a Significant Subsidiary, in any manner adverse to the HoldersUnited States. 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 Issuers shall promptly mail (or otherwise send deliver in accordance with the procedures of the Depositary applicable DTC procedures) to the 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. Notwithstanding Section 9.01 of The Issuers, the First-Priority Collateral Agent and the Trustee may amend this Indenture, the IssuerNotes, the Guarantors, the Trustee and the Collateral Trustee may amend or supplement this Indenture, the Securities, the Subsidiary Guarantees, the Security Documents and the First Lien Intercreditor Agreements and any Security Document Agreement with the written consent of the Holders holders of at least a majority in principal amount of the Securities Notes then outstanding voting as a single class (including consents obtained in connection with a purchase of, tender offer or exchange offer for, for the Securities), and, subject to Sections 6.04 Notes) and 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Securities, except a payment past default resulting from an acceleration that has been rescinded) or compliance with any provision provisions of this Indenture, the Securities, the Security Documents, the Intercreditor Agreements or the Guarantees, the Intercreditor Agreements and any other Security Document Indenture may be waived with the consent of the Holders holders of at least a majority in aggregate principal amount of the Notes then outstanding Securities (including Additional Securities, if any) voting as a single class (including consents obtained in connection with the purchase of, or a tender offer or exchange offer for, Securities), other than the Securities beneficially owned by the Issuer or any of its Subsidiaries. Section 2.09 and Section 12.04 shall determine which Securities are considered to be “outstanding” for the purposes of this Section 9.02Notes). However, without the consent of each Holder holder of an outstanding Security Note affected, an amendment or waiver may not, with respect to any Securities held by a non-consenting Holder:
(i1) reduce the principal amount of such Securities Notes whose Holders holders must consent to an amendment, supplement or waiver;
(ii2) reduce the rate of or extend the time for payment of interest on any Note;
(3) reduce the principal of or change the fixed final maturity Stated Maturity of any such Security or alter or waive Note;
(4) reduce the provisions with respect to premium payable upon the redemption of such Securities (other than provisions relating to Sections 4.09 and 4.14); provided, that any amendment to the notice requirements may be made with the consent of the Holders of a majority in aggregate principal amount of then outstanding Securities prior to giving of any notice;
(iii) reduce the rate of Note or change the time for payment of interest on at which any SecurityNote may be redeemed in accordance with Article III;
(iv) waive a Default in the payment of principal of or premium, if any, or interest on the 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 Guarantee which cannot be amended or modified without the consent of all affected Holders;
(v5) make any Security Note payable in money other than that stated in such SecurityNote;
(vi6) make expressly subordinate the Notes or any change in the provisions Subsidiary Guarantee to any other Indebtedness of this Indenture relating to waivers of past Defaultsan Issuer or any Subsidiary Guarantor;
(vii) make any change to this Section 9.02 that is materially adverse to the Holders;
(viii7) impair the contractual right under this Indenture of any Holder holder to receive payment of principal of, premium, if any, and interest on such Holderholder’s Securities Note on or after the due dates therefor thereof or to institute suit for the enforcement of any payment on or with respect to such ▇▇▇▇▇▇holder’s SecuritiesNote;
(ix8) make any change in the amendment provisions which require each holder’s consent or in the waiver provisions; or
(9) make any change to the provisions of this Indenture, the First Lien Intercreditor Agreement or modify the ranking Security Documents with respect to the pro rata application of proceeds of Collateral in respect of the Securities Notes required thereby in a manner that would adversely affect by its terms modifies the Holders; or
(x) except 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 permitted provided by this Indenture, modify the Guarantees of any Significant SubsidiarySecurity Documents or the First Lien Intercreditor Agreement, or any group of Restricted Subsidiaries that, taken together (as without the consent of the latest audited consolidated financial statements for holders of at least 66.67% in an aggregate principal amount of the Issuer)Notes then outstanding, would constitute a Significant Subsidiary, in any manner adverse 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 HoldersNotes. 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 Issuer Issuers shall promptly mail mail, or otherwise send deliver in accordance with the procedures of the Depositary 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
Sources: Indenture (Exela Technologies, Inc.)
With Consent of the Holders. Notwithstanding Section 9.01 of The Issuers, the Senior Note Guarantors and the Trustee may amend this Senior Subordinated Notes Indenture, the IssuerSenior Subordinated Notes, the Guarantors, the Trustee and the Collateral Trustee may amend or supplement this Indenture, the Securities, the Guarantees, the 2013 Intercreditor Agreements Agreement and any Security Document Additional Intercreditor Agreement with the written consent of the Holders of at least a majority in principal amount of the Securities Senior Subordinated Notes then outstanding voting as a single class (including consents obtained in connection with a purchase of, tender offer or exchange offer for, for the Securities), and, subject to Sections 6.04 Senior Subordinated Notes) and 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Securities, except a payment past default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Securities, the Security Documents, the Intercreditor Agreements or the Guarantees, the Intercreditor Agreements and any other Security Document provisions may be waived with the consent of the Holders of a majority in aggregate principal amount of the Senior Subordinated Notes then outstanding Securities (including Additional Securitiesoutstanding; provided, if any) voting as a single class (including consents obtained in connection with the purchase ofhowever, or tender offer or exchange offer for, Securities), other than the Securities beneficially owned by the Issuer or any of its Subsidiaries. Section 2.09 and Section 12.04 shall determine which Securities are considered to be “outstanding” for the purposes of this Section 9.02. However, that without the consent of each Holder of an outstanding Security Senior Note affected, an no amendment or waiver may notmay, with respect to any Securities held by a non-consenting Holderamong other things:
(i) reduce the principal amount of such Securities Senior Subordinated Notes whose Holders must consent to an amendment, supplement or waiver;
(ii) 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 4.09 and 4.14); provided, that any amendment to the notice requirements may be made with the consent of the Holders of a majority in aggregate principal amount of then outstanding Securities prior to giving of any notice;
(iii) reduce the rate of or change extend the time for payment of interest on any SecuritySenior Subordinated Note;
(iii) reduce the principal of or extend the Stated Maturity of any Senior Subordinated Note;
(iv) waive a Default reduce the premium or amount payable upon the redemption of any Senior Subordinated Note, change the time at which any Senior Subordinated Note may be redeemed in the payment accordance with Article III of principal of this Senior Subordinated Notes Indenture or premium, if any, Sections 5 or interest on the Securities, except a rescission of acceleration 6 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 Guarantee which cannot be amended or modified without the consent of all affected HoldersSenior Subordinated Notes;
(v) make any Security Senior Subordinated Note payable in money other than that stated in such SecuritySenior Subordinated Note;
(vi) make any change to the subordination provisions set forth in the provisions Article XI of this Senior Subordinated Notes Indenture relating to waivers that adversely affects the rights of past Defaultsany Holder;
(vii) make any change to this Section 9.02 that is materially adverse to the Holders;
(viii) impair the contractual right under this Indenture of any Holder to receive payment of principal of, premium, if any, and interest on such Holder’s Securities Senior Subordinated 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 SecuritiesSenior Subordinated Notes;
(viii) make any change in Section 6.04 or the proviso at the end of the first sentence of this Section 9.02;
(ix) make any change to or modify the ranking provisions of the Securities that would adversely affect 2013 Intercreditor Agreement or any Additional Intercreditor Agreement in any manner adverse to the Holdersinterests of the Holders in any material respect; or
(x) except as expressly permitted by make any change in Section 4.15 of this Indenture, modify Senior Subordinated Notes Indenture or Section 7 of the Guarantees Senior Subordinated Notes that adversely affects the rights of any Significant Subsidiary, Holder to receive payments of Additional Amounts pursuant to such provisions or amend the terms of the Senior Subordinated Notes or this Senior Subordinated Notes Indenture in a way that would result in the loss of an exemption from any of the Taxes described thereunder that are required to be withheld or deducted by any Relevant Taxing Jurisdiction from any payments made on the Senior Subordinated Note or any group Subordinated Guarantee by the Payors, unless RGHL or any Restricted Subsidiary agrees to pay any Additional Amounts that arise as a result; provided, however, that for purposes of Restricted Subsidiaries that, taken together this clause (as of x) a “Relevant Taxing Jurisdiction” shall include the latest audited consolidated financial statements for the Issuer), would constitute a Significant Subsidiary, in any manner adverse to the HoldersUnited States. 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. No amendment may be made to the subordination provisions of this Senior Subordinated Notes Indenture that adversely affects the rights of any holder of Senior Indebtedness of the Issuers or any Senior Indebtedness or Senior Subordinated Indebtedness of any Subordinated Guarantor then outstanding unless the holders of such Senior Indebtedness or Senior Subordinated Indebtedness (or their Representative) consent to such change. After an amendment under this Section 9.02 becomes effective, the Issuer Issuers shall promptly mail (or otherwise send deliver in accordance with the procedures of the Depositary applicable DTC procedures) to the 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. Notwithstanding Section 9.01 of this Indenture(a) The Issuers, the Issuer, the Senior Secured Note Guarantors, the Trustee and the Collateral Trustee Agent may amend or supplement this Senior Secured Notes Indenture, the SecuritiesSenior Secured Notes, the GuaranteesFirst Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement, Additional Intercreditor Agreements and any the Security Document Documents with the written consent of the Holders holders of at least a majority in principal amount of the Securities Senior Secured Notes then outstanding voting as a single class (including consents obtained in connection with a purchase of, tender offer or exchange offer for, for the Securities), and, subject to Sections 6.04 Senior Secured Notes) and 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Securities, except a payment past default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Securities, the Security Documents, the Intercreditor Agreements or the Guarantees, the Intercreditor Agreements and any other Security Document provisions may be waived with the consent of the Holders holders of a majority in aggregate principal amount of the Senior Secured Notes then outstanding Securities (including Additional Securitiesoutstanding; provided, if any) voting as a single class (including consents obtained in connection with the purchase ofhowever, or tender offer or exchange offer for, Securities), other than the Securities beneficially owned by the Issuer or any of its Subsidiaries. Section 2.09 and Section 12.04 shall determine which Securities are considered to be “outstanding” for the purposes of this Section 9.02. However, that without the consent of each Holder holder of an outstanding Security Senior Secured Note affected, an no amendment or waiver may notmay, with respect to any Securities held by a non-consenting Holderamong other things:
(i) reduce the principal amount of such Securities Senior Secured Notes whose Holders holders must consent to an amendment, supplement or waiver;
(ii) 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 4.09 and 4.14); provided, that any amendment to the notice requirements may be made with the consent of the Holders of a majority in aggregate principal amount of then outstanding Securities prior to giving of any notice;
(iii) reduce the rate of or change extend the time for payment of interest on any SecuritySenior Secured Note;
(iii) reduce the principal of or extend the Stated Maturity of any Senior Secured Note;
(iv) waive a Default reduce the premium or amount payable upon the redemption of any Senior Secured Note, change the time at which any Senior Secured Note may be redeemed in the payment accordance with Article III of principal of this Senior Secured Notes Indenture or premium, if any, Sections 5 or interest on the Securities, except a rescission of acceleration 6 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 Guarantee which cannot be amended or modified without the consent of all affected HoldersSenior Secured Notes;
(v) make any Security Senior Secured Note payable in money other than that stated in such SecuritySenior Secured Note;
(vi) make expressly subordinate the Senior Secured Notes or any change in the provisions Senior Secured Note Guarantee to any other Indebtedness of any Issuer, BP I or any Senior Secured Note Guarantor not otherwise permitted by this Indenture relating to waivers of past DefaultsSenior Secured Notes Indenture;
(vii) make any change to this Section 9.02 that is materially adverse to the Holders;
(viii) impair the contractual right under this Indenture of any Holder holder to receive payment of principal of, premium, if any, and interest on such Holderholder’s Securities Senior Secured 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 SecuritiesSenior Secured Notes;
(viii) make any change in Section 6.04 or the proviso at the end of the first sentence of this Section 9.02;
(ix) make any change to or modify the ranking provisions of the Securities that would adversely affect First Lien Intercreditor Agreement or the Holders2007 UK Intercreditor Agreement or any Additional Intercreditor Agreement in any manner adverse to the interests of the Holders in any material respect; or
(x) except as expressly permitted by make any change in Section 4.15 of this Indenture, modify Senior Secured Notes Indenture or Section 7 of the Guarantees Senior Secured Notes that adversely affects the rights of any Significant Subsidiary, Holder to receive payments of Additional Amounts pursuant to such provisions or amend the terms of the Senior Secured Notes or this Senior Secured Notes Indenture in a way that would result in the loss of an exemption from any of the Taxes described thereunder that are required to be withheld or deducted by any Relevant Taxing Jurisdiction from any payments made on the Senior Secured Note or any group Senior Secured Note Guarantee by the Payors, unless RGHL or any Restricted Subsidiary agrees to pay any Additional Amounts that arise as a result; provided that for purposes of Restricted Subsidiaries that, taken together this clause (as x) a “Relevant Taxing Jurisdiction” shall include the United States.
(b) Without the consent of the latest audited consolidated financial statements holders of the requisite percentage of the aggregate principal amount of the Senior Secured Notes then outstanding required by the Trust Indenture Act (which consents may be obtained in connection with a tender offer or exchange offer for the IssuerSenior Secured Notes), would constitute no amendment or waiver may release from the Lien of this Senior Secured Notes Indenture and the Security Documents all or substantially all of the Collateral; provided, however, that if any such amendment or waiver disproportionately adversely affects one series of Senior Secured Notes, such amendment or waiver shall also require the consent of the holders of at least the requisite percentage of the aggregate principal amount of such adversely affected series of Senior Secured Notes required by the Trust Indenture Act (which consents may be obtained in connection with a Significant Subsidiary, in any manner adverse to tender offer or exchange offer for the HoldersSenior Secured 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 Issuers shall promptly mail (or otherwise send deliver in accordance with the procedures of the Depositary applicable DTC procedures) to the 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
Sources: Senior Secured Notes Indenture (Beverage Packaging Holdings (Luxembourg) v S.A.)