Exhibit 10.1
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE dated as of January 27, 2011 (the “Supplemental Indenture”), between NMH HOLDINGS, INC., a Delaware corporation (the “Company”) and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).
WHEREAS there has heretofore been executed and delivered to the Trustee an Indenture dated as of July 5, 2007 (the “Indenture”), providing for the issuance of the Company’s Senior Floating Rate Toggle Notes due 2014 (the “Notes”);
WHEREAS Section 9.02 of the Indenture provides that the Company and the Trustee may amend the Indenture with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding;
WHEREAS, the Company has duly authorized the execution and delivery of this Supplemental Indenture;
WHEREAS, the Company has offered to tender (the “Tender Offer”) any and all of the outstanding Notes for cash, upon the terms and subject to the conditions set forth in the Company’s offer to purchase and consent solicitation statement, dated as of January 19, 2011 (the “Offer to Purchase”), as may be amended, supplemented or modified from time to time;
WHEREAS, in connection with the Tender Offer, the Company has also solicited consents from the Holders of the Notes to certain proposed amendments (the “Proposed Amendments”) to the Indenture as described in the Offer to Purchase and set forth in Article I of this Supplemental Indenture, with the operation of such Proposed Amendments being subject to the satisfaction or waiver by the Company of the conditions to the Tender Offer and the acceptance by the Company for purchase and payment of the Notes validly tendered and not validly withdrawn pursuant to the Tender Offer;
WHEREAS the Holders of at least a majority in aggregate principal amount of the Notes outstanding have consented to the amendments effected by this Supplemental Indenture in accordance with Section 9.02 of the Indenture;
WHEREAS all things necessary to make this Supplemental Indenture a valid agreement, in accordance with its terms, have been complied with or have been performed or done; and
WHEREAS, pursuant to the terms of the Tender Offer to which this Supplemental Indenture relates, a consent payment will be made to certain holders of the Notes who tender their Notes and deliver their consents to the Proposed Amendments.
NOW THEREFORE, this Supplemental Indenture witnesseth that, for and in consideration of the premises, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows:
ARTICLE I
AMENDMENTS TO INDENTURE
| | (a) | | The Indenture is hereby amended to delete each of the following sections in their entirety, and insert in lieu thereof the phrase “[Intentionally Omitted]”: |
| | (i) | | Section 4.03. Reports and Other Information. |
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| | (ii) | | Section 4.04. Compliance Certificate. |
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| | (iii) | | Section 4.05. Taxes. |
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| | (iv) | | Section 4.06. Stay, Extension and Usury Laws. |
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| | (v) | | Section 4.07. Limitation on Restricted Payments. |
