Amendments to the Indenture and the Notes Clause Examples
The "Amendments to the Indenture and the Notes" clause defines the process and requirements for making changes to the terms of the indenture agreement and the associated notes. Typically, this clause outlines who must consent to amendments—such as a specified percentage of noteholders or the trustee—and may distinguish between changes that require unanimous approval and those that can be made with majority consent. For example, minor administrative updates might be allowed with less stringent approval, while changes affecting payment terms would require broader agreement. The core function of this clause is to provide a clear, structured mechanism for modifying the agreement, ensuring that all parties understand how and when changes can be made, and protecting the interests of both the issuer and the noteholders.
Amendments to the Indenture and the Notes. SECTION 2.01. The Indenture and the Notes are hereby amended by deleting each of the following sections of the Indenture and all references thereto in the Indenture in their entirety:
(a) Section 4.3 (Provision of Financial Information);
(b) Section 4.6 (Stay, Extension and Usury Laws);
(c) Section 4.7 (Limitation on Restricted Payments);
(d) Section 4.8 (Limitation on Dividend and Other Restrictions Affecting Restricted Subsidiaries);
(e) Section 4.9 (Limitation on Additional Indebtedness);
(f) Section 4.10 (Limitation on Asset Sales);
(g) Section 4.11 (Limitation on Transactions with Affiliates);
(h) Section 4.12 (Limitation on Liens);
(i) Section 4.13 (Offer to Purchase upon Change of Control);
(j) Section 4.15 (Additional Guarantees);
(k) Section 4.16 (Limitation on Designation of Unrestricted Subsidiaries);
(l) Clauses (a)(2) through (a)(4) (including the paragraph thereafter) and Clauses (b)(1)(B), (b)(1)(C) and (b)(2) of Section 5.1 (Consolidation, Merger, Conveyance, Transfer or Lease); and
(m) Clauses (3) through (8) of Section 6.1 (Events of Default).
SECTION 2.02. Any and all additional provisions of the Indenture and the Notes are hereby deemed to be amended to reflect the intentions of the amendments to the Indenture set forth in this Supplemental Indenture.
Amendments to the Indenture and the Notes. Section 2.1 The Indenture and the Notes (for the avoidance of doubt, including the Global Security for the 3.700% Senior Note due 2022) are hereby amended as follows:
(a) The Notes (for the avoidance of doubt, including the Global Security for the 3.700% Senior Note due 2022) are hereby amended by adding the following sentence to the end of the definition of “Change of Control” in the Notes: Notwithstanding the foregoing, a “Change of Control” will not occur or be deemed to occur (i) in connection with the Acquisition or (ii) at any time so long as (1) the Permitted Holders directly or indirectly beneficially own a majority of the voting power of the Company’s Voting Stock or (2) no other Person, other than the Permitted Holders, beneficially owns a majority of the voting power of the Company’s Voting Stock.
(b) The Notes (for the avoidance of doubt, including the Global Security for the 3.700% Senior Note due 2022) are hereby amended by adding the following definitions in the proper alphabetical order to the list of defined terms under the heading titled “Change of Control Offer” in the Notes:
Amendments to the Indenture and the Notes. (a) The following Sections and Articles of the Indenture, and any corresponding provisions in the Notes, are hereby deleted in their entirety and replaced with “Intentionally Omitted.”:
Amendments to the Indenture and the Notes. SECTION 2.01. The Indenture and the Existing Notes are hereby amended by:
(a) adding the following definition:
Amendments to the Indenture and the Notes. Section 2.1 The Indenture and the Notes (for the avoidance of doubt, including the Global Security for the Notes) are hereby amended as follows:
(a) The Indenture, with respect to the Notes, and the Notes (for the avoidance of doubt, including the Global Security for the Notes) are hereby amended by adding the following sentence to the end of the definition of “Change of Control” in Section 1.1 of the Indenture, as amended and supplemented by Section 1.01 of the Seventh Supplemental Indenture with respect to the Notes: Notwithstanding the foregoing, a “Change of Control” will not occur or be deemed to occur or have occurred (i) in connection with the EQT Transactions or (ii) at any time so long as (1) the Permitted Holders directly or indirectly beneficially own a majority of the voting power of the Company’s Voting Stock or (2) no other Person, other than the Permitted Holders, beneficially owns a majority of the voting power of the Company’s Voting Stock.
(b) The Indenture, with respect to the Notes, and the Notes (for the avoidance of doubt, including the Global Security for the Notes) are hereby amended by adding the following definitions in the proper alphabetical order to the list of defined terms in Section 1.1 of the Indenture, as amended and supplemented by Section 1.01 of the Seventh Supplemental Indenture with respect to the Notes:
Amendments to the Indenture and the Notes. 2.1 Amendment of Sections 3.9 through 3.10. Sections 3.9 through 3.10 of the Indenture, inclusive, are hereby deleted in their entirety and each Section is replaced with the following: “[intentionally omitted]”.
2.2 Amendment of Sections 4.3 through 4.4. Sections 4.3 through 4.4 of the Indenture, inclusive, are hereby deleted in their entirety and each Section is replaced with the following: “[intentionally omitted]”.
2.3 Amendment of Sections 4.7 through 4.12. Sections 4.7 through 4.12 of the Indenture, inclusive, are hereby deleted in their entirety and each Section is replaced with the following: “[intentionally omitted]”.
2.4 Amendment of Sections 4.14 through 4.16. Sections 4.14 through 4.16 of the Indenture, inclusive, are hereby deleted in their entirety and each Section is replaced with the following: “[intentionally omitted]”.
2.5 Amendment of Sections 4.18 through 4.19. Sections 4.18 through 4.19 of the Indenture, inclusive, are hereby deleted in their entirety and each Section is replaced with the following: “[intentionally omitted]”.
Amendments to the Indenture and the Notes. The Indenture is hereby amended as follows:
a) Section 1.01 of the Indenture is hereby amended by inserting the following definition in the appropriate alphabetical order:
Amendments to the Indenture and the Notes. RELEASE OF SECURITY INTERESTS
Amendments to the Indenture and the Notes. SECTION 2.01. The Indenture and the Notes are hereby amended by deleting each of the following sections of the Indenture and all references thereto in the Indenture in their entirety:
(a) Section 4.03 (Reports);
(b) Clauses (b) and (c) of Section 4.04 (Notice of Material Events);
(c) Section 4.06 (Payment of Obligations);
(d) Section 4.07 (Operation and Maintenance of Properties);
(e) Section 4.08 (Insurance);
Amendments to the Indenture and the Notes. (a) The Form of Note attached to the Indenture as Exhibit A is hereby deleted in its entirety and amended and replaced with the Form of Note attached hereto as Exhibit A, which exhibit shall be appended to each Global Note heretofore executed and deposited with or on behalf of, and registered in the name of, a nominee of the CSK (each, an “Existing Global Note”), and (b) the words “a 360-day year comprised of twelve-30-day months” in the second paragraph of Section 1 of each Existing Global Note is hereby deemed to be deleted and replaced with “an ACTUAL/ACTUAL (ICMA) day count convention, as defined in the rulebook of the International Capital Markets Association”. ||