Title 15 — Commerce and Trade
Chapter 2A — Securities and Trust Indentures
§ 77ppp. Directions and waivers by bondholders; prohibition of impairment of holder’s right to payment; record date
Statutory text
Directions and waivers by bondholders
The indenture to be qualified—
shall automatically be deemed (unless it is expressly provided therein that any such provision is excluded) to contain provisions authorizing the holders of not less than a majority in principal amount of the indenture securities or if expressly specified in such indenture, of any series of securities at the time outstanding (A) to direct the time, method, and place of conducting any proceeding for any remedy available to such trustee, or exercising any trust or power conferred upon such trustee, under such indenture, or (B) on behalf of the holders of all such indenture securities, to consent to the waiver of any past default and its consequences; or
may contain provisions authorizing the holders of not less than 75 per centum in principal amount of the indenture securities or if expressly specified in such indenture, of any series of securities at the time outstanding to consent on behalf of the holders of all such indenture securities to the postponement of any interest payment for a period not exceeding three years from its due date.
For the purposes of this subsection and paragraph (3) of subsection (d) of section 77ooo of this title, in determining whether the holders of the required principal amount of indenture securities have concurred in any such direction or consent, indenture securities owned by any obligor upon the indenture securities, or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with any such obligor, shall be disregarded, except that for the purposes of determining whether the indenture trustee shall be protected in relying on any such direction or consent, only indenture securities which such trustee knows are so owned shall be so disregarded.
Prohibition of impairment of holder’s right to payment
Notwithstanding any other provision of the indenture to be qualified, the right of any holder of any indenture security to receive payment of the principal of and interest on such indenture security, on or after the respective due dates expressed in such indenture security, or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such holder, except—
as to a postponement of an interest payment consented to as provided in paragraph (2) of subsection (a);
that such indenture may contain provisions limiting or denying the right of any such holder to institute any such suit, if and to the extent that the institution or prosecution thereof or the entry of judgment therein would, under applicable law, result in the surrender, impairment, waiver, or loss of the lien of such indenture upon any property subject to such lien; and
that the right of any holder of any indenture security to receive payment of the principal of and interest on such indenture security shall not be deemed to be impaired or affected by any change occurring by the application of section 5803 of title 12 to any indenture security.
Record date
The obligor upon any indenture qualified under this subchapter may set a record date for purposes of determining the identity of indenture security holders entitled to vote or consent to any action by vote or consent authorized or permitted by subsection (a) of this section. Unless the indenture provides otherwise, such record date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of holders furnished to the trustee pursuant to section 77lll of this title prior to such solicitation.
Legislative history
Reconstructed from this section’s Code source credit and amendment notes, resolved against the local Statutes at Large. Editorial notes are evidence, not the law that made the change.
Pub. L. 76–38 · 53 Stat. 568
Enacted · 15 U.S.C. § 77ppp
May 27, 1933, ch. 38, title III, § 316, as added Aug. 3, 1939, ch. 411, 53 Stat. 1172
Source evidence
Code source credit
May 27, 1933, ch. 38, title III, § 316, as added Aug. 3, 1939, ch. 411, 53 Stat. 1172Trust Indenture Reform Act of 1990
Pub. L. 101–550 § 415(1) · 104 Stat. 2713
Struck and inserted · 15 U.S.C. § 77ppp(a)
Pub. L. 101–550, § 415(1)–(3), in introductory provisions struck out “may contain provisions” after “qualified”, in par. (1) inserted “shall automatically be deemed (unless it is expressly provided therein that any such provision is excluded) to contain provisions” before “authorizing the holders” and “or if expressly specified in such indenture, of any series of securities” after “principal amount of the indenture securities”, and in par. (2) inserted “may contain provisions” before “authorizing the holders” and “or if expressly specified in such indenture, of any series of securities” after “principal amount of the indenture securities”
Source evidence
Code amendment note
Subsec. (a). Pub. L. 101–550, § 415(1)–(3), in introductory provisions struck out “may contain provisions” after “qualified”, in par. (1) inserted “shall automatically be deemed (unless it is expressly provided therein that any such provision is excluded) to contain provisions” before “authorizing the holders” and “or if expressly specified in such indenture, of any series of securities” after “principal amount of the indenture securities”, and in par. (2) inserted “may contain provisions” before “authorizing the holders” and “or if expressly specified in such indenture, of any series of securities” after “principal amount of the indenture securities”.Enacted provision · exact public law section
(1) by striking “may contain provisions” after “qualified” in subsection (a) and inserting “may contain provisions” before “authorizing the holders” in paragraph (2) of subsection (a);Trust Indenture Reform Act of 1990
Pub. L. 101–550 § 415(5) · 104 Stat. 2713
Substituted · 15 U.S.C. § 77ppp(b)
Pub. L. 101–550, § 415(5), which directed the substitution of “of the indenture to be qualified” for “thereof”, was executed by making the substitution for “thereof” the first time appearing, as the probable intent of Congress
Source evidence
Code amendment note
Subsec. (b). Pub. L. 101–550, § 415(5), which directed the substitution of “of the indenture to be qualified” for “thereof”, was executed by making the substitution for “thereof” the first time appearing, as the probable intent of Congress.Enacted provision · exact public law section
(5) by striking “thereof” in subsection (b) and inserting “of the indenture to be qualified”; andTrust Indenture Reform Act of 1990
Pub. L. 101–550 § 415(6) · 104 Stat. 2713
Added · 15 U.S.C. § 77ppp(c)
Pub. L. 101–550, § 415(6), added subsec. (c)
Source evidence
Code amendment note
Subsec. (c). Pub. L. 101–550, § 415(6), added subsec. (c).Enacted provision · exact public law section
(6) by adding at the end thereof the following new subsection: “(c) The obligor upon any indenture qualified under this title may set a record date for purposes of determining the identity of indenture security holders entitled to vote or consent to any action by vote or consent authorized or permitted by subsection (a) of this section. Unless the indenture provides otherwise, such record date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of holders furnished to the trustee pursuant to section 312 of this title prior to such solicitation.”.Department of Commerce Appropriations Act, 2022
Pub. L. 117–103 div. U § 108 · 136 Stat. 49
Substituted · 15 U.S.C. § 77ppp(b)
Pub. L. 117–103 substituted “such holder, except—” for “such holder, except”
Amended · 15 U.S.C. § 77ppp(b)
Pub. L. 117–103 designated remainder of existing provisions as pars. (1) and (2)
Added · 15 U.S.C. § 77ppp(b)
Pub. L. 117–103 added par. (3)
Source evidence
Code amendment note
Subsec. (b). Pub. L. 117–103 substituted “such holder, except—” for “such holder, except”, designated remainder of existing provisions as pars. (1) and (2), and added par. (3).Enacted provision · exact public law section
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6 of 7 references resolved to an enrolled provision · 1 partial
Editorial Notes
Amendments1990–2022 · 2 rounds
2022
Subsec. (b). Pub. L. 117–103 substituted “such holder, except—” for “such holder, except”, designated remainder of existing provisions as pars. (1) and (2), and added par. (3).
1990
Subsec. (a). Pub. L. 101–550, § 415(1)–(3), in introductory provisions struck out “may contain provisions” after “qualified”, in par. (1) inserted “shall automatically be deemed (unless it is expressly provided therein that any such provision is excluded) to contain provisions” before “authorizing the holders” and “or if expressly specified in such indenture, of any series of securities” after “principal amount of the indenture securities”, and in par. (2) inserted “may contain provisions” before “authorizing the holders” and “or if expressly specified in such indenture, of any series of securities” after “principal amount of the indenture securities”.
Subsec. (b). Pub. L. 101–550, § 415(5), which directed the substitution of “of the indenture to be qualified” for “thereof”, was executed by making the substitution for “thereof” the first time appearing, as the probable intent of Congress.
Subsec. (c). Pub. L. 101–550, § 415(6), added subsec. (c).
Credits
1933–2022 · 3 acts
- 1933May 27, 1933, ch. 38, title III, § 316, as added Aug. 3, 1939, ch. 411, 53 Stat. 1172
- 1990amended Pub. L. 101–550, title IV, § 415, , 104 Stat. 2731
- 2022Pub. L. 117–103, div. U, § 108, , 136 Stat. 832.
Show as published
(May 27, 1933, ch. 38, title III, § 316, as added Aug. 3, 1939, ch. 411, 53 Stat. 1172; amended Pub. L. 101–550, title IV, § 415, , 104 Stat. 2731; Pub. L. 117–103, div. U, § 108, , 136 Stat. 832.)