so by mail move to the meat of me the argument the third amendment is void and of no effect under the terms of the first this appeal rests on a strict interpretation of the personal credit agreement which that set forth session ten point five a at j a two four six x but the power of the requisite lender to consent to amendments is expressively subject to session ten point five b which is a j two four six six  member it is is void where does that leave us that you do we just do we send it back to the district court to determine what the rights of the respective parties are under the first and second amendment because i don't think anybody challenges the first and second  integrated into the definition of those terms necessarily has an effect on how those terms are defined the third amendment eliminates one hundred thirty five million dollars a term loan exposure and all see exposure he took a trivial term integrated into the definition of buy dead under the third amendment so we're not using it as a sword we are stuck with it because we made a judgment that the fourth amendment would be valid and the new york state court rather was but it's not the quarter agreement is not set up so that individual small wonders have to come into court to effect their rights and the way that that whole things are set up as you cope as a major holder black on a spectrum or major holders and other than the agent who we've settled with you've got a very small outstanding debt after the third amendment by deleting one hundred thirty five million dollars from the nominator the district court found that requisite letter must hold only twenty three percent of two hundred forty four million dollars ever that's because you became one of the our debt on the registry and the credit agreement actually says that once on the register all parties quote shell deem entreat quote yucaipa as the holder and owners of such  fourth amendment was voided you still have the debt correct and we're still in the registration you're still undereducated let's go back before those circumstances occur before the third about before the third man was adopted you didn't have any debt that's right and so therefore you were not edge process you had none of the other lenders came forward complaining about that but that's because they are small and they did not participate at all really in the bankruptcy case the fact that they're not complaining doesn't mean that the winter before the third well actually we're going to before or well we were it is sort of a convoluted set of facts because we actually world wonder at the time that the third amendment actually became binding inclusive on our debt amendment and out of the original creditor agreement we were entitle to become a wonder if our debt was registered now back down to spectrum the district court said well we run an eligible ask me so therefore we wanted title to be a lender but that is directly at odds had a signed debt to kipen violation of that agreement the damage claim was against the outside nor for breach of that personal company now there are two limited exceptions that rule that we identified in our papers and in the cases that we cited covenant of the party not to assign the second narrow exception is in the cases that are cited by both sides singer and c u into the services where they held that a contract does not meet the great language that magic language to block an assignment in the limited circumstances where the ass ignore express league knowledge and the agreement that he lacked the power to sell or transfer and that the assign or expressly quote expressly clearly and unequivocally surrendered not only the right t put us on the registry session ten point six is not subject to any definition of eligible ask me because it provides that as soon as you khyber was put on the registry it would be deemed in treated as a wonderful all purposes white wire are  negative implication the powers of the asking who are a limited by the very term they were just talking about and putting this case on all fours with similar in that is if one can only make an assignment to those who mee go on to say any transfer to someone other than this is in fact avoided a transfer or as in the singer and and the other case that i mentioned the ass ignore actually has to agree that it has for amendment why did you propose the con best that they adopted for them the third amendment was out there and rather than get into a debate about whether or not we would have to convert all of our debt into equity pursuant to the third amendment or rocking to situation where there was an amendment are already there that laid out how the term loan debt would be treated we entered into the fourth an m which wave of provisions lenders and you were actually interested in you kind of buying that to help the company yeah but at the end of the day you could but didn't have the final say on the third amendment and the terms were not satisfactory so you could be decided to wait third and then it's way to the extent that it changes those definitions and we accept that argument there's another provision in the third amendment two point seven it seems to deal specifically with what happens in case of  decreasing the amount of term loan debt in the pro rata share denominator which in turn increases the other lenders obligations under the program to share importantly session ten point five b not just a crime and i think you got all that in your  judicial declaration necessary to guide the debtor's actions in formulating them carrying out a course of action in the back of the case to maximize the value of the dead was a stake me the sale of the assets of the plan that's already taken place what about what from an order entered one action the court of appeals did not have jurisdiction to review just record what was entered in the related action and what the court found in that case is that if there's an appeal in one case one docket number you know one capt and to do there's nothing left for them to do however the issue of the third amendments the story that the committee action however the committee action is not before this court this court doesn't have jurisdiction a perspective that with respect to the committee action the course decision there is which potential claims may still why are you saying that we have to look at the separate adversary actions within a particular backup see how to move this question because i believe and then it brought another four point five million dollars in debt from amc and that got them over the hurt of a fifty one percent but if i can very quickly go out of the numbers if you could have stayed within the lines and had brought what they're entitled to buy which was the lesser of fifty million dollars or twenty five percent of the time around that and that number to sort of remember ours if you subtract that number from the amount of outstanding debt instead of the fifty five percent my clients go from twenty three percent to about twenty eight percent it's not a material change so the fact that they went to forty eight percent and about thirty close to being represented which is purely as a result of buying but dead by letting you claim that if they'd stayed within the rights we would have been about twenty eight percent now the definition of was one or more vendors that amounted to a majority doesn't have to be one jordan writer and i would also point out that if it stayed within the lines would only have known about eighteen percent of the debt and so we're probably would have been ten reason but clearly there was not much of an effect effect afaik here was that if you cut it down it was supposed to do it were about sixteen to eighteen percent of the term loan debt and of the total bet would have been been about twenty five percent of the total term loan debt but there's also makes that they could have bought the debt and simply sat on it just doesn't seem to make a whole lot of sense that if they were a stranger to disagreement and had nothing to do with it then you'd have more of those nuts but the fact is they were intimately involved they were running out at the time they were the majority more of the equity they appointed all the board members and the fact is the credit limit which they had had handcrafting specifically excluded them from becoming grander at all but one is disputing that they're excluded calculation we don't necessarily need to vote on whole point is that having it in as part of that calculation doesn't require any voting you can be part of that denominator for requisite mander and never cast a possible buyer of debt in the fourth amendment when a third minimum was being negotiated it was at a time when there was gratian actual stress in the marketplace and lenders wanted to sell their debt so it was only natural that they would come to you who in the