Debt Restructuring and Indenture Amendments: Curing Ambiguities, Navigating Competing Intercreditor Agreements

While indentures generally allow issuers to cure ambiguities in the document or make technical amendments without the consent of the debtholders, the line between an ambiguity and a substantive amendment is not always clear.

Indenture amendments raise numerous other issues that counsel must carefully consider, including competing provisions in intercreditor agreements and whether terms of the intercreditor agreement trump the indenture provisions.

The recent New York appellate court ruling in GSO Coastline Credit Partners v. Global A&T Electronics found that an issuer’s attempt to unilaterally amend the indenture and the intercreditor agreement to facilitate a debt exchange was improper under the governing documents. There are several takeaways for counsel and their clients from this decision.

Listen as our authoritative panel of finance attorneys discusses amendments to indentures and intercreditor agreements and the ability of issuers to cure ambiguities without debtholder consent. The panel will analyze the distinction between substantive and technical amendments, and the impact of relevant intercreditor agreements present in the transaction.

1. Ambiguity vs. substantive amendments
2. Impact of intercreditor agreements on ability to unilaterally amend indentures
3. Recent case law on indenture amendments

The panel will review these and other key issues:

• Determining whether an indenture amendment is a technical ambiguity or an amendment with substantive consequences
• Interpreting competing intercreditor agreement provisions
• Determining whether terms of a relevant intercreditor agreement trump the indenture provisions
• Takeaways from GSO Coastline Credit Partners v. Global A&T Electronics for counsel to issuers and debtholders involved in debt restructuring