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S-4
INSIGHT COMMUNICATIONS COMPANY L P filed this Form S-4 on 10/07/2016
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Table of Contents

Amendments and Waivers

Subject to certain exceptions, the Indenture, the Intercreditor Agreement and the Security Documents may be amended with respect to the Notes of a series with the consent of the Holders of a majority in principal amount of the Notes of such series then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes) and any past Default or compliance with any provisions may also be waived with the consent of the Holders of a majority in principal amount of the Notes of such series then outstanding. However, without the consent of each Holder of an outstanding note of a series affected thereby, an amendment or waiver may not, among other things:

 

  (1) reduce the amount of Notes whose Holders must consent to an amendment;

 

  (2) reduce the rate of or extend the time for payment of interest on any such note;

 

  (3) reduce the principal of or change the maturity date of any such note;

 

  (4) change the provisions applicable to the redemption of any such note as described under “—Optional Redemption” (other than the timing for the notice of redemption);

 

  (5) make any such note payable in money other than that stated in the note;

 

  (6) impair the right of any Holder of such Notes to receive payment of principal of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; provided, however, that an acceleration of such Notes may be rescinded and any payment default that resulted from such acceleration may be waived by the Holders of at least the percentage of aggregate principal amount of the Notes of such series required to amend the covenant or provision contained in the Indenture or any Note Guarantee, the breach of which resulted in such acceleration; or

 

  (7) make any change in the amendment provisions which require each Holder’s consent or in the waiver provisions.

Notwithstanding the preceding, without the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes of a series then outstanding, no amendment or waiver may make any change in any Security Document, the Intercreditor Agreement or the provisions in the Indenture dealing with Collateral or application of trust proceeds of the Collateral with the effect of releasing the Liens securing the Obligations in respect of the Notes of such series on all or substantially all of the Collateral.

Notwithstanding the preceding, without the consent of any Holder of the Notes, the Issuers, the Note Guarantors and the Trustee may amend the Indenture, the Intercreditor Agreement, any Note Guarantee or the Security Documents:

 

  (1) to cure any ambiguity, mistake, omission, defect or inconsistency;

 

  (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents;

 

  (3) to provide for uncertificated notes in addition to or in place of certificated notes (provided that the uncertificated notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated notes are described in Section 163(f)(2)(B) of the Code);

 

  (4) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees;

 

  (5) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor;

 

  (6) to make any change that does not adversely affect the rights of any Holder;

 

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