Common use of Amendments, Supplemental Indentures and Waivers with Consent of Holders Clause in Contracts

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.08, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, by written act of said Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.08, the Holder or Holders of not less than a majority, in principal amount of then outstanding Securities may waive compliance by the Company with any provision of this Indenture or the Securities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or extend the time for payment of interest on any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest on, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable) and the Securities as in effect on the date hereof; or (8) make the Securities subordinated in right of payment to any extent or under any circumstances to any other indebtedness. With the consent of Holders of two-thirds of the outstanding aggregate principal amount of the Securities, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer Period. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.088.8 hereof, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding the Outstanding Securities of each series affected thereby (including consents obtained in connection with a tender offer or exchange offer for such Securities), by written act of said Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions, and the Trustee for Securities of each such series may amend or supplement this Indenture or the Securities or enter into an indenture one or indentures supplemental hereto more Supplemental Indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders of the Securities of that series under this Indenture or the applicable Securities. Subject to Section 6.088.8, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding the Outstanding Securities of each series may waive compliance by the Company with any provision of this Indenture or the Securitiessuch Securities with respect to such series. Notwithstanding any of the above, however, no such amendment, supplemental indenture Supplemental Indenture or waiver shall, without the consent of the Holder of each outstanding Outstanding Security affected thereby: (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or extend the time for payment of interest on any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest on, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable with anything upon a declaration of acceleration of the Maturity thereof pursuant to Section 8.2, or in change any manner other than as provided for in this Indenture (including changing the place Place of payment Payment where, or the coin or currency in which, any such Security or any premium or the interest thereon is payable) and , or impair the Securities as right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in effect the case of redemption, on or after the date hereofRedemption Date); or (8) make 2) reduce the percentage in principal amount of the Outstanding Securities subordinated of any series, the consent of whose Holders is required for any such amendment, Supplemental Indenture or waiver provided for in this Indenture; (3) modify any of the waiver provisions, except to increase any required percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby; (4) cause such Security to become subordinate in right of payment to any extent or under any circumstances to any other indebtedness. With the consent of Holders of two-thirds of the outstanding aggregate principal amount of the SecuritiesDebt, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer Period. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail except to the Holders affected thereby a notice briefly describing extent provided in the amendment, supplement or waiver. Any failure terms of such Security; or (5) if any Security provides that the Holder may require the Company to mail repurchase or convert such noticeSecurity, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent ’s right to require repurchase or conversion of such amendment, supplement or waiverSecurity on the terms provided therein.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.088.8 hereof, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding the Outstanding Securities of each series affected thereby (including consents obtained in connection with a tender offer or exchange offer for such Securities), by written act of said Holders delivered to the Company and the Trustee, the CompanyCompany and the Guarantor, when authorized by Board Resolutions, and the Trustee for Securities of each such series may amend or supplement this Indenture or the Securities or enter into an indenture one or indentures supplemental hereto more Supplemental Indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders of the Securities of that series under this Indenture or the applicable Securities. Subject to Section 6.088.8, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding the Outstanding Securities of each series may waive compliance by the Company and the Guarantor with any provision of this Indenture or the Securitiessuch Securities with respect to such series. Notwithstanding any of the above, however, no such amendment, supplemental indenture Supplemental Indenture or waiver shall, without the consent of the Holder of each outstanding Outstanding Security affected thereby: (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or extend the time for payment of interest on any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest on, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable with anything upon a declaration of acceleration of the Maturity thereof pursuant to Section 8.2, or in change any manner other than as provided for in this Indenture (including changing the place Place of payment Payment where, or the coin or currency in which, any such Security or any premium or the interest thereon is payable) and , or impair the Securities as right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in effect the case of redemption, on or after the date hereof; orRedemption Date); (8) make 2) reduce the percentage in principal amount of the Outstanding Securities subordinated of any series, the consent of whose Holders is required for any such amendment, Supplemental Indenture or waiver provided for in this Indenture; (3) modify any of the provisions of this Section or Section 8.12, except to increase any required percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 9.8 and 11.1(8); (4) cause such Security to become subordinate in right of payment to any other Debt, except to the extent provided in the terms of such Security; or (5) if any Security provides that the Holder may require the Company to repurchase or convert such Security, impair such Holder’s right to require repurchase or conversion of such Security on the terms provided therein. A Supplemental Indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of that series with respect to such covenant or other provision, shall be deemed not to affect the rights under any circumstances to this Indenture of the Holders of Securities of any other indebtednessseries. With Upon the consent written request of Holders each of two-thirds of the outstanding aggregate principal amount of the Securities, the Company and the Guarantor accompanied by a Board Resolution authorizing the execution of any such amendment or supplement to this Indenture or of any such Supplemental Indenture, and upon the filing with the Trustee may change of evidence satisfactory to the Change Trustee of Control Purchase Date the consent of the Holders as aforesaid, and upon receipt by the Trustee of any Officers’ Certificate or Opinion of Counsel requested under Section 9.2(b) hereof, the Trustee shall join with the Company and the Asset Sale Offer PeriodGuarantor in the execution of such amendment or supplement to this Indenture or of such Supplemental Indenture, but the Trustee shall not be obligated to (but may in its discretion) enter into any such amendment or supplement to this Indenture or any such Supplemental Indenture that affects its own rights, duties, liabilities or immunities under this Indenture or otherwise. It shall not be necessary for the consent of the Holders under this Section 9.02 12.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture Supplemental Indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 12.2 or under Section 9.4 12.4 hereof becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9XII, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's ’s consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.086.8 and the last sentence of this paragraph, with the consent of the Holders of not less than a majority 50% in aggregate principal amount of then outstanding Securities, by written act of said Holders delivered to the Company and the Trustee, the CompanyCompany and any Guarantor, when authorized by Board Resolutions, and the Trustee may amend or supplement any of the Security Documents, the Intercreditor Agreement, this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of any of the Security Documents, the Intercreditor Agreement, this Indenture or the Securities or of modifying in any manner the rights of the Holders under any of the Security Documents, the Intercreditor Agreement, this Indenture or the Securities. Subject to Section 6.086.8 and the last sentence of this paragraph, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding Securities may waive compliance by the Company or any Guarantor with any provision of any of the Security Documents, the Intercreditor Agreement, this Indenture or the Securities. Notwithstanding any the foregoing provisions of the above, howeverthis Section 9.2, no such amendment, supplemental indenture or waiver shall, (i) without the consent of 108 120 Holders of not less than 66 and 2/3% in aggregate principal amount of outstanding Securities (determined in accordance with the special rules for this purpose provided in Section 2.10) amend, modify or waive the provisions of Section 5.24 and the defined terms as used therein, (ii) without the consent of Holders of not less than 75% in aggregate principal amount of outstanding Securities, amend, modify or waive the provisions of Article VIII, and the defined terms as used therein and (iii) without the consent of the Holder of each outstanding Security affected thereby: (1a) change the Stated Maturity of any Security; (b) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the SecuritiesSecurity; (2c) reduce the rate or extend the time for payment of interest on any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest on, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7d) make the principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable) and the Securities as in effect on the date hereofIssue Date; (e) make any changes in Section 6.8 or this third sentence of this Section 9.2 (except, in the case of this third sentence, to add any additional provision of this Indenture to this sentence); (f) reduce any Purchase Price; (g) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or change the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities (except to increase any required percentage) or make any changes in the provisions concerning the rights of Holders to recover the principal of, interest on, or redemption payment with respect to, any Security; or (8) h) make the Securities subordinated in right of payment to any extent or under any circumstances to any other indebtedness. With the consent of Holders of two-thirds of the outstanding aggregate principal amount of the Securities, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer Period. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. 109 121 After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 9.2 or Section 9.4 becomes effective, it shall bind each Holder, subject to the limitations set forth above. In connection with any amendment, supplement or waiver under this Article 9IX, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.08the last sentence of this paragraph, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, by written act of said Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.08the last sentence of this paragraph, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding Securities may may, in writing, waive compliance by the Company with any provision provisions of this Indenture or the Securities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or extend the time for payment of interest on any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4a) change the Stated Maturity of any Security; (5) alter Security or reduce the security provisions of Section 4.20 principal amount or Redemption Price thereof or the redemption provisions of Article 3 rate (or paragraph 5 of extend the Securities time for payment) or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest on, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing change the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable) and , or impair the Securities as right to institute suit for the enforcement of any such payment on or after the due date thereof, or alter the terms of this Indenture regarding redemption provisions in effect on a manner adverse to the date hereof; orHolders, or modify the subordination provisions in a manner adverse to the Holders; (8) make b) reduce the Securities subordinated percentage in right of payment to any extent or under any circumstances to any other indebtedness. With the consent of Holders of two-thirds of the outstanding aggregate principal amount of the outstanding Securities, the Company and consent of whose Holders is required for any such amendment, supplemental indenture or waiver provided for in this Indenture; (c) provide that other provisions of the Trustee may change Indenture cannot be modified or waived without consent of the Change Holder of Control Purchase Date and the Asset Sale Offer Periodeach outstanding Security affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 9.2 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9IX, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or (at the option of the Company) to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.086.8 hereof, with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding Securities(including consents obtained in connection with a tender offer or exchange offer for such Notes), by written act of said Holders delivered to the Company and the Trustee, the CompanyCompany and the Guarantors, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the SecuritiesNotes. Subject to Section 6.086.8, the Holder or Holders of not less than a majority, majority in aggregate principal amount of Notes then outstanding Securities may waive compliance by the Company or any Guarantor with any provision of this Indenture or the SecuritiesNotes. 91 Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding, modify the provisions (including the defined terms used therein) governing the terms of the Guarantees or, except as set forth in clause (1) below, the provisions (including the defined terms used therein) of Article X, in either case in a manner adverse to the Holders. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security Note affected thereby: (1) change the Stated Maturity on any Note, or reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture thereof or the Securities; rate (2) reduce the rate or extend the time for payment payment) of interest on thereon or any Security; (3) reduce premium payable upon the principal amount of any Securityredemption thereof at the Company's option, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest on, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing the place city of payment where, or the coin or currency in which, any Security Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption at the Company's option, on or after the Redemption Date), or after an Asset Sale or Change of Control has occurred, reduce the Change of Control Purchase Price or the Asset Sale Offer Price with respect to the corresponding Asset Sale or Change of Control or alter the provisions (including the defined terms used therein) and regarding the Securities Company's right to redeem the Notes as a right, or at the Company's option, in effect on a manner adverse to the date hereofHolders; or (8) make 2) reduce the Securities subordinated percentage in principal amount of the outstanding Notes, the consent of whose Holders is required for any such amendment, supplemental indenture or waiver provided for in this Indenture; or (3) modify any of the waiver provisions, except to increase any required percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby; or (4) cause the Notes or any Guarantee to become subordinate in right of payment to any extent or under any circumstances to any other indebtedness. With the consent of Holders of two-thirds of the outstanding aggregate principal amount of the Securities, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer PeriodIndebtedness. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any 92 defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 9.2 or under Section 9.4 hereof becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9IX, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.088.8 hereof, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding the Outstanding Securities of each series affected thereby (including consents obtained in connection with a tender offer or exchange offer for such Securities), by written act of said Holders delivered to the Company and the Trustee, the CompanyCompany and the Guarantor, when authorized by Board Resolutions, and the Trustee for Securities of each such series may amend or supplement this Indenture or the Securities or enter into an indenture one or indentures supplemental hereto more Supplemental Indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders of the Securities of that series under this Indenture or the applicable Securities. Subject to Section 6.088.8, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding the Outstanding Securities of each series may waive compliance by the Company and the Guarantor with any provision of this Indenture or the Securitiessuch Securities with respect to such series. Notwithstanding any of the above, however, no such amendment, supplemental indenture Supplemental Indenture or waiver shall, without the consent of the Holder of each outstanding Outstanding Security affected thereby: (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or extend the time for payment of interest on any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest on, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable with anything upon a declaration of acceleration of the Maturity thereof pursuant to Section 8.2, or in change any manner other than as provided for in this Indenture (including changing the place Place of payment Payment where, or the coin or currency in which, any such Security or any premium or the interest thereon is payable) and , or impair the Securities as right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in effect the case of redemption, on or after the date hereof; orRedemption Date); (8) make 2) reduce the percentage in principal amount of the Outstanding Securities subordinated of any series, the consent of whose Holders is required for any such amendment, Supplemental Indenture or waiver provided for in this Indenture; (3) modify any of the provisions of this Section or Section 8.12, except to increase any required percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 9.8 and 11.1(8); (4) cause such Security to become subordinate in right of payment to any other Debt, except to the extent provided in the terms of such Security; or (5) if any Security provides that the Holder may require the Company to repurchase or convert such Security, impair such Holder’s right to require repurchase or conversion of such Security on the terms provided therein. A Supplemental Indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of that series with respect to such covenant or other provision, shall be deemed not to affect the rights under any circumstances to this Indenture of the Holders of Securities of any other indebtednessseries. With Upon the consent written request of Holders each of two-thirds of the outstanding aggregate principal amount of the Securities, the Company and the Guarantor accompanied by a Board Resolution authorizing the execution of any such amendment or supplement to this Indenture or of any such Supplemental Indenture, and upon the filing with the Trustee may change of evidence satisfactory to the Change Trustee of Control Purchase Date the consent of the Holders as aforesaid, and upon receipt by the Trustee of any Officers’ Certificate or Opinion of Counsel requested under Section 9.2(b) hereof, the Trustee shall join with the Company and the Asset Sale Offer PeriodGuarantor in the execution of such amendment or supplement to this Indenture or of such Supplemental Indenture, but the Trustee shall not be obligated to (but may in its discretion) enter into any such amendment or supplement to this Indenture or any such Supplemental Indenture that affects its own rights, duties, liabilities or immunities under this Indenture or otherwise. It shall not be necessary for the consent of the Holders under this Section 9.02 13.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture Supplemental Indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 13.2 or under Section 9.4 13.5 hereof becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9XIII, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's ’s consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.085.8, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, by written act of said Holders delivered to the Company Issuers and the Trustee, the CompanyIssuers, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.085.8, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding Securities may waive compliance by the Company Issuers with any provision of this Indenture or the Securities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall without the consent of the Holders of not less than 66 % of the aggregate principal amount of Securities at the time outstanding alter the Security and Control Agreement or, subject to (c) below, the provisions (including the defined terms used therein) of Section 9.1 in a manner adverse to the Holders; and no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: (1a) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2b) reduce the rate or extend the time for payment of interest on (other than a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such Notes and a waiver of the payment default arising from such acceleration) any Security; (3c) reduce the principal or premium amount of any Security, or reduce the Change of Control Purchase PricePrice after the corresponding Change of Control has occurred, the Asset Sale Offer Price or the Redemption Price; (4d) change the Stated Maturity of any SecurityMaturity; (5e) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, III in a manner adverse to any Holder; (6f) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest on, or redemption payment payments with respect to, any Security, including without limitation any changes in Section 6.085.8, 6.12 5.12 or this third sentence of this Section 9.028.2, except to increase any required percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby; (7g) make the principal of, or the interest on, or premium on any Security payable with anything or in any manner other than as provided for in this Indenture (including changing the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable) and the Securities as in effect on the date hereof; or (8) make h) cause the Securities subordinated to become subordinate in right of payment to any extent or under any circumstances to any of other indebtedness. With the consent of Holders of two-thirds of the outstanding aggregate principal amount of the Securities, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer PeriodIndebtedness. It shall not be necessary for the consent of the Holders under this Section 9.02 8.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuers shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 8.2 or Section 9.4 8.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9VIII, the Company Issuers may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver; provided that the Issuers shall not, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder of Securities for or as an inducement to any consent, waiver or amendment of any terms or provisions of the Security unless such consideration is offered to be paid or agreed to be paid to all Holders of Securities which so consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.086.8, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, by written act of said Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.086.8, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding Securities may waive compliance by the Company with any provision of this Indenture or the Securities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or extend the time for payment of interest on any Security; (3) reduce the principal or premium amount of any Security, or reduce the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (4) change the Stated Maturity of any SecurityMaturity; (5) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 or paragraph 5 of III (including the Securities or the defined terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, therein) in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest on, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.086.8, 6.12 or this third sentence of this Section 9.029.2, except to increase any required percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby; (7) make the principal of, or the interest or premium on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable) and the Securities as in effect on the date hereof; or (8) make the Securities further subordinated in right of payment to any extent or under any circumstances to any other indebtedness. With Indebtedness (it being understood that amendments to Section 4.10 hereof which may have the consent effect of Holders of two-thirds of increasing the outstanding aggregate principal amount of the Securities, Senior Debt that the Company and may Incur shall not, for purposes of this clause (8), be deemed to make the Trustee may change the Change Securities further subordinated in right of Control Purchase Date and the Asset Sale Offer Periodpayment to any extent or under any circumstances to any other Indebtedness). It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.088.8 hereof, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding the Outstanding Securities of each series affected thereby (including consents obtained in connection with a tender offer or exchange offer for such Securities), by written act of said Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions, and the Trustee for Securities of each such series may amend or supplement this Indenture or the Securities or enter into an indenture one or indentures supplemental hereto more Supplemental Indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders of the Securities of that series under this Indenture or the applicable Securities. Subject to Section 6.088.8, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding the Outstanding Securities of each series may waive compliance by the Company with any provision of this Indenture or the Securitiessuch Securities with respect to such series. Notwithstanding any of the above, however, no such amendment, supplemental indenture Supplemental Indenture or waiver shall, without the consent of the Holder of each outstanding Outstanding Security affected thereby: (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or extend the time for payment of interest on any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest on, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable with anything upon a declaration of acceleration of the Maturity thereof pursuant to Section 8.2, or in change any manner other than as provided for in this Indenture (including changing the place Place of payment Payment where, or the coin or currency in which, any such Security or any premium or the interest thereon is payable) and , or impair the Securities as right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in effect the case of redemption, on or after the date hereofRedemption Date); or (8) make 2) reduce the percentage in principal amount of the Outstanding Securities subordinated of any series, the consent of whose Holders is required for any such amendment, Supplemental Indenture or waiver provided for in this Indenture; (3) modify any of the waiver provisions, except to increase any required percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby; (4) cause such Security to become subordinate in right of payment to any other Debt, except to the extent provided in the terms of such Security; (5) release any guarantor of the Securities from its guarantee of a Security, or, except as contemplated in any Supplemental Indenture, make any change in a guarantee of a Security that would adversely affect the interests of the Holders; or (6) if any Security provides that the Holder may require the Company to repurchase or convert such Security, impair such Holder’s right to require repurchase or conversion of such Security on the terms provided therein. A Supplemental Indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of that series with respect to such covenant or other provision, shall be deemed not to affect the rights under any circumstances to this Indenture of the Holders of Securities of any other indebtedness. With the consent of Holders of two-thirds of the outstanding aggregate principal amount of the Securities, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer Periodseries. It shall not be necessary for the consent of the Holders under this Section 9.02 11.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture Supplemental Indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 11.2 or under Section 9.4 11.4 hereof becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9XI, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's ’s consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.08the last sentence of this paragraph, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securitiesthe Securities at the time outstanding, by written act of said Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.08the last sentence of this paragraph, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding Securities may may, in writing, waive compliance by the Company with any provision of this Indenture or the Securities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or extend the time for payment of interest on any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter Security or reduce the security provisions of Section 4.20 principal amount thereof or the rate (or extend the time for payment) of interest thereon or any premium payable upon the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest onthereof, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing change the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon with respect thereto is payable, or impair the right to institute suit for the conversion of any Security or the enforcement of any such payment on or after the due date thereof (including, in the case of redemption, on or after the Redemption Date), or reduce the Repurchase Price, or alter the Repurchase Offer or redemption provisions in a manner adverse to the Holders; (2) and reduce the percentage in principal amount of the outstanding Securities, the consent of whose Holders is required for any such amendment, supplemental indenture or waiver provided for in the Indenture; (3) adversely affect the right of such Holder to convert Securities as in effect on or the date hereofrights of any holder conferred by Article XIII; or (8) make 4) modify any of the Securities subordinated in right waiver provisions, except to increase any required percentage or to provide that certain other provisions of payment to any extent the Indenture cannot be modified or under any circumstances to any other indebtedness. With waived without the consent of Holders the Holder of two-thirds of the each outstanding aggregate principal amount of the Securities, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer PeriodSecurity affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 9.2 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9IX, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or (at the option of the Company) to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.086.8 and the last sentence of this paragraph, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, by written act of said Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.086.8 and the last sentence of this paragraph, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding Securities may may, in writing, waive compliance by the Company with any provision of this Indenture or the Securities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or extend the time for payment of interest on any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter Security or reduce the security provisions of Section 4.20 principal amount thereof or the rate (or extend the time for payment) of interest thereon or any premium payable upon the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest onthereof, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing change the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment or the conversion of any Security on or after the due date thereof (including, in the case of redemption, on or after the Redemption Date), or reduce the Repurchase Price, or alter the Repurchase Offer or redemption provisions in a manner adverse to the Holders; (2) and reduce the Securities as percentage in effect on principal amount of the date hereofoutstanding Securities, the consent of whose Holders is required for any such amendment, supplemental indenture or waiver provided for in the Indenture; (3) adversely affect the right of such Holder to convert Securities; or (8) make 4) modify any of the Securities subordinated in right waiver provisions, except to increase any required percentage or to provide that certain other provisions of payment to any extent the Indenture cannot be modified or under any circumstances to any other indebtedness. With waived without the consent of Holders the Holder of two-thirds of the each outstanding aggregate principal amount of the Securities, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer PeriodSecurity affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 or Section 9.4 9.2 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or (at the option of the Company) to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.086.8 and the last sentence of this paragraph, with the consent of the Holders of not less than a majority in aggregate principal amount of a series of Securities then outstanding Securitiesoutstanding, by written act of said Holders delivered to the Company Issuers and the TrusteeTrustee for such series, the CompanyIssuers and any Guarantor, when authorized by Board Resolutions, and the such Trustee may amend or supplement this Indenture with respect to such series or the Securities of such series or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture with respect to such series or the Securities of such series or of modifying in any manner the rights of the Holders of such series under this Indenture or under the SecuritiesSecurities of such series. Subject to Section 6.086.8 and the last sentence of this paragraph, the Holder or Holders of not less than a majority, majority in principal amount of then outstanding Securities of such series may waive compliance by the Company Issuers or any Guarantor, with any provision of this Indenture with respect to such series or the SecuritiesSecurities of such series. Notwithstanding any the foregoing provisions of this Section 9.2, without the above, howeverconsent of each Holder affected thereby, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: (1) reduce the percentage of principal amount of Securities of any series whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the SecuritiesSecurities of such series; (2) reduce the rate or extend the time for payment of interest on any Security; (3) reduce the principal amount of any Security, or, in the case of Securities subject to Article X or Section 4.13, reduce the Change of Control Purchase Price, Price or the Asset Sale Offer Price or the Redemption Price, respectively; (4) change the Stated Maturity of any Security; (5) alter in the security provisions case of Section 4.20 or Securities subject to the redemption provisions of Article 3 or paragraph 5 of III, alter the Securities or the terms or provisions of Section 4.15 or the terms or redemption provisions of Article 11, in any case, III in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities (except to increase any percentage of Securities required to consent to a waiver or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby) or the rights of Holders to recover the principal or premium of, interest on, or redemption payment with respect to, any Security, including without limitation ; (7) make any changes in Section 6.086.8, 6.12 or this third sentence of this Section 9.029.2; (7) 8) make the principal of, or the interest on, any Security payable with anything or in any manner at anywhere other than as provided for in this Indenture (including changing the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable) and the Securities of the series concerned as in effect on the date hereof; or (8) 9) make the Securities or Guarantees, if any, further subordinated in right of payment to any extent or under any circumstances to any other indebtedness. With the consent of Holders of two-thirds of the outstanding aggregate principal amount of the Securities, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer Period. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuers shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiverindenture. After an amendment, supplement or waiver under this Section 9.02 9.2 or Section 9.4 becomes effective, it shall bind each HolderHolder of the series of Securities affected by such amendment, supplement or waiver. In connection with any amendment, supplement or waiver under this Article 9IX, the Company Issuers may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.087.8 and the last sentence of this paragraph, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, by written act of said Holders delivered to the Company Issuers and the Trustee, the CompanyIssuers, when authorized by Board Resolutions, and the Trustee may amend or supplement any of the Mortgage Documents, this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Mortgage Documents, this Indenture or the Securities or of modifying in any manner the rights of the Holders under any of the Mortgage Documents, this Indenture or the Securities. Subject to Section 6.087.8 and the last sentence of this paragraph, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding Securities may waive compliance by the Company Issuers with any provision of the Mortgage Documents, this Indenture or the Securities. Notwithstanding any the foregoing provisions of the above, howeverthis Section 10.2, no such amendment, supplemental indenture or waiver shall, , (a) without the consent of the Holder of each outstanding Security affected thereby: (1i) change the Stated Maturity on any Security, or reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture thereof or the Securities; rate (2) reduce the rate or extend the time for payment payment) of interest on any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest onthereon, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing change the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or reduce the Change of Control Purchase Price or the Asset Sale Offer Price or alter the provisions of Article III in a manner adverse to the Holders; (ii) and reduce the Securities as percentage in effect on principal amount of outstanding Securities, the date hereofconsent of whose Holders is required for any such amendment, supplemental indenture or waiver provided for in this Indenture; or (8) make iii) release any Collateral from the Securities subordinated Liens created by the Mortgage Documents, except in right accordance with this Indenture and such documents, or modify any of payment the waiver provisions (except to increase any extent required percentage or under any circumstances to any provide that certain other indebtedness. With provisions of this Indenture cannot be modified or waived). (b) without the consent of the Holders of not less than two-thirds of the outstanding in aggregate principal amount of the Securitiesthen outstanding Securities affected thereby (except as set forth in clause (a) of this sentence), modify the Company obligations of the Issuers to make and the Trustee may change the consummate a Change of Control Purchase Date and Offer or modify any of the Asset Sale Offer Periodprovisions or definitions with respect thereto. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuers shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 10.2 or Section 9.4 10.4 becomes effective, it shall bind each Holder, subject to the limitations set forth above. In connection with any amendment, supplement or waiver under this Article 9X, the Company Issuers may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver. The terms of any document entered into pursuant to this Section shall be subject to prior approval, if required, of any applicable Gaming Authority.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.086.8 hereof, with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange offer for such Securities), by written act of said Holders delivered to the Company and the Trustee, the Company, and as applicable, any Guarantor, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities; PROVIDED that no such modification may, without the consent of holders of at least 66 2/3% in aggregate principal amount of Securities at the time outstanding, modify the provisions (including the defined terms therein) of Article X in a manner adverse to the holders. Subject to Section 6.086.8, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding Securities may waive compliance by the Company or any Guarantor with any provision of this Indenture or the Securities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: (1) change the Maturity Date on any Security, or reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture thereof or the Securities; rate (2) reduce the rate or extend the time for payment payment) of interest on thereon or any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter the security provisions of Section 4.20 or premium payable upon the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest onthereof, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing change the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable) and , or impair the Securities as right to institute suit for the enforcement of any such payment on or after the Maturity Date thereof (or in effect the case of redemption, on or after the date hereof; or (8) make the Securities subordinated in right of payment to any extent Redemption Date), or under any circumstances to any other indebtedness. With the consent of Holders of two-thirds of the outstanding aggregate principal amount of the Securities, the Company and the Trustee may change reduce the Change of Control Purchase Date and Price or the Asset Sale Offer PeriodPrice (although the provisions relating to the Change of Control or Asset Sale may otherwise be amended or deleted in accordance with the provisions of this Indenture) or alter the provisions (including the defined terms used herein) of Article III of this Indenture or Paragraph 5 of the Securities, regarding the right of the Company to redeem the Securities, in a manner adverse to the Holders; or (2) reduce the percentage in principal amount of the outstanding Securities, the consent of whose Holders is required for any such amendment, supplemental indenture or wavier provided for in this Indenture; or (3) modify any of the waiver provisions, except to increase any required percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 9.2 or under Section 9.4 hereof becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9IX, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.08, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, by written act of said Holders delivered to the Company and the Trustee, the CompanyCompany and the Guarantors, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.08, the Holder or Holders of not less than a majority, majority in principal amount of then outstanding Securities may waive compliance by the Company with any provision of this Indenture or the Securities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the each Holder of each outstanding Security affected thereby: (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement supplement, supplemental indenture or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or extend the time for payment of interest on any SecuritySecurity or any premium payable upon the redemption thereof; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 (or the terms or provisions definitions related thereto) of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest on, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence Section 9.02 except to increase any required percentage or to provide that certain other provisions of this Section 9.02Indenture cannot be modified without the consent of each Holder affected thereby; (7) make the principal Principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable) payable and the Securities as in effect on the date hereof); or (8) make the Securities subordinated in right of payment to any extent or under any circumstances to any other indebtedness. With the consent of Holders of two-thirds 66 2/3% of the outstanding aggregate principal amount of the SecuritiesSecurities at the time outstanding, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer Period. In addition, no such amendment, supplemental indenture or waiver shall permit (x) a release of Collateral (not otherwise permitted under the Security Documents) that relates to more than 25% of the fair market value (as determined in good faith by the Company's Board of Directors) of the Collateral at the date of release, without the consent of the Holders of 66 2/3% of the aggregate principal amount of the Securities then outstanding or (y) a release (not otherwise permitted under the Security Documents) of all or substantially all of the Collateral or any amendment of or modification to this Indenture or the Security Documents that has the substantial effect thereof without the consent of Holders of 75% of the aggregate principal amount of Securities then outstanding. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 or Section 9.4 9.04 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.08the last sentence of this paragraph, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, by written act of said Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.08the last sentence of this paragraph, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding Securities may may, in writing, waive compliance by the Company with any provision of this Indenture or the Securities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or extend the time for payment of interest on any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter Security or reduce the security provisions of Section 4.20 principal amount thereof or the rate (or extend the time for payment) of interest thereon or any premium payable upon the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest onthereof, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing change the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon or Liquidated Damages with respect thereto is payable, or impair the right to institute suit for the enforcement of any such payment or the conversion of any Security on or after the due date thereof (including, in the case of redemption, on or after the Redemption Date), or reduce the Repurchase Price, or alter the terms of this Indenture regarding a Repurchase Offer or redemption provisions in a manner adverse to the Holders; (2) and reduce the Securities as percentage in effect on principal amount of the date hereofoutstanding Securities, the consent of whose Holders is required for any such amendment, supplemental indenture or waiver provided for in the Indenture; (3) adversely affect the right of such Holder to convert Securities; or (8) make 4) provide that other provisions of the Securities subordinated in right of payment to any extent Indenture cannot be modified or under any circumstances to any other indebtedness. With waived without the consent of Holders the Holder of two-thirds of the each outstanding aggregate principal amount of the Securities, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer PeriodSecurity affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 9.2 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9IX, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or (at the option of the Company) to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.08the last sentence of this paragraph, with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding Securities(including consents obtained in connection with a tender offer for the Notes), by written act of said Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities Notes or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities Notes or of modifying in any manner the rights of the Holders under this Indenture or the SecuritiesNotes. Subject to Section 6.08the last sentence of this paragraph, the Holder or Holders of not less than a majority, majority in aggregate principal amount of the Notes then outstanding Securities may (including consents obtained in connection with a tender offer for the Notes), may, in writing, waive any existing default or compliance by the Company with any provision of this Indenture or the SecuritiesNotes. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each Note then outstanding Security affected thereby: (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or extend the time for payment of interest on any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter Note or reduce the security provisions of Section 4.20 principal amount thereof or the rate (or extend the time for payment) of interest thereon or any premium payable upon the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest onthereof, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing change the place of payment where, or the coin or currency in which, any Security Note or any premium or the interest thereon is payable, or impair the right to institute suit for the conversion of any Note or the enforcement of any such payment on or after the due date thereof (including, in the case of redemption, on or after the Redemption Date), or reduce the Repurchase Price, or alter the Repurchase Offer (other than set forth herein) and or redemption provisions in a manner adverse to the Securities as in effect on the date hereof; orHolders; (8) make 2) reduce the Securities subordinated percentage in right principal amount of payment to any extent or under any circumstances to any other indebtedness. With the outstanding Notes, the consent of whose Holders is required for any such amendment, supplemental indenture or waiver provided for in this Indenture; (3) waive a Default or Event of Default in the payment of principal of or premium, if any, on the Notes (except a recission of acceleration of the Notes by the Holders of two-thirds of the outstanding at least a majority in aggregate principal amount of the SecuritiesNotes and a waiver of the payment default that resulted from such acceleration); (4) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments or principal of or premium, if any, on the Company and Notes; or (5) adversely affect the Trustee may change the Change right of Control Purchase Date and the Asset Sale Offer Periodsuch Holder to convert Notes. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 9.2 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9IX, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or (at the option of the Company) to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.086.8, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, by written act of said Holders delivered to the Company and the Trustee, the CompanyCompany or any Guarantor, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.086.8, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding Securities may waive compliance by the Company or any Guarantor with any provision of this Indenture or the Securities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall without the consent of the Holders of not less than 75% of the aggregate principal amounts of Securities at the time outstanding alter the terms or provisions of Section 11.1 or Section 11.2 in a manner adverse to the Holders; and no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: (1) change the Stated Maturity on any Security, or reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture thereof or the Securities; rate (2) reduce the rate or extend the time for payment payment) of interest on thereon or any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter the security provisions of Section 4.20 or premium payable upon the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest onthereof, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing change the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable) and , or impair the Securities as right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or in effect the case of redemption, on or after the date hereof; or (8) make the Securities subordinated in right of payment to any extent Redemption Date), or under any circumstances to any other indebtedness. With the consent of Holders of two-thirds of the outstanding aggregate principal amount of the Securities, the Company and the Trustee may change reduce the Change of Control Purchase Date and Price or the Asset Sale Offer PeriodPrice or alter the provisions (including the defined terms used herein) regarding the right of the Company to redeem the Securities in a manner adverse the Holders; or (2) reduce the percentage in principal amount of the outstanding Securities, the consent of whose Holders is required for any such amendment, supplemental indenture or wavier provided for in this Indenture; or (3) modify any of the waiver provisions, except to increase any required percentage or to provide that certain other provision of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall without the consent of the Representative on behalf of the Required Lenders amend, waive or otherwise modify the terms or provisions of Article X in a manner adverse to the Lenders (as defined in the New Credit Facility). It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.086.8, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, by written act of said Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.086.8, the Holder or Holders of not less than a majority, in principal amount of then outstanding Securities may waive compliance by the Company with any provision of this Indenture or the Securities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or extend the time for payment of interest on any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Proceeds Purchase Offer Price, the Proceeds Purchase Offer Amount, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity or the Change of Control Purchase Date, the Proceeds Purchase Offer Period, the Asset Sale Purchase Date, the Asset Sale Offer Period, or the Change of Control Offer Period of any Security; (5) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 III or paragraph 5 of the Securities or the terms or provisions of Section 4.15 4.14 or Section 4.16 or the terms or provisions of Article 11XI, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest on, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.086.8, 6.12 or this third sentence of this Section 9.029.2; (7) make the principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable) and the Securities as in effect on the date hereof; or (8) make the Securities subordinated in right of payment to any extent or under any circumstances to any other indebtedness. With the consent of Holders of two-thirds of the outstanding aggregate principal amount of the Securities, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer Period. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 9.2 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9IX, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.08the last sentence of this paragraph, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securitiesthe Securities at the time outstanding, by written act of said Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.08the last sentence of this paragraph, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding Securities may may, in writing, waive compliance by the Company with any provision of this Indenture or the Securities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or extend the time for payment of interest on any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter Security or reduce the security provisions of Section 4.20 principal amount thereof or the rate (or extend the time for payment) of interest thereon or any premium payable upon the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest onthereof, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing change the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon with respect thereto is payable, or impair the right to institute suit for the conversion of any Security or the enforcement of any such payment on or after the due date thereof (including, in the case of redemption, on or after the Redemption Date), or reduce the Repurchase Price, or alter the Repurchase Offer (other than as set forth herein) and or redemption provisions in a manner adverse to the Holders; (2) reduce the percentage in principal amount of the outstanding Securities, the consent of whose Holders is required for any such amendment, supplemental indenture or waiver provided for in the Indenture; (3) adversely affect the right of such Holder to convert Securities as in effect on or the date hereofrights of any holder conferred by Article XIII; or (8) make 4) reduce the percentage of the principal amount of Securities subordinated in right whose Holders must consent to an amendment, supplement or waiver or to provide that certain other provisions of payment to any extent the Indenture cannot be modified or under any circumstances to any other indebtedness. With waived without the consent of Holders the Holder of two-thirds of the each outstanding aggregate principal amount of the Securities, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer PeriodSecurity affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company shall mail to the Holders affected thereby at such Holders' addresses as the same appear on the registry books of the Registrar a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.08Sections 2.9 and 6.8 hereof, with the consent of the Holders of not less than a majority in aggregate principal amount of the Debentures then outstanding Securitiesoutstanding, by written act of said Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities Debentures or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities Debentures or of modifying in any manner the rights of the Holders under this Indenture or the SecuritiesDebentures. Subject to Section 6.08Sections 2.9 and 6.8 hereof, the Holder or Holders of not less than a majority, majority in aggregate principal amount of the Debentures then outstanding Securities may waive compliance by the Company with any provision of this Indenture or the SecuritiesDebentures. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security Debenture affected thereby: (1a) reduce the percentage of principal amount of Securities Debentures whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the SecuritiesDebentures; (2b) reduce the rate or extend the time for payment of interest on any SecurityDebenture; (3c) reduce the principal amount of any SecurityDebenture, or reduce the Change of Control Purchase Price, the Asset Sale Offer Repurchase Price or the Redemption Price; (4d) (i) change the Stated Maturity of any SecurityDebenture or (ii) change the Repurchase Date of any Debenture; (5e) alter the security provisions of Section 4.20 or (i) the redemption provisions of Article 3 III hereof or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or Debentures, (ii) the terms or provisions of Article 11, in any case, XII hereof in a manner adverse to any HolderHolder or (iii) the conversion provisions of Article XII hereof or paragraph 14 of the Debentures; (6f) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities Debentures (except to increase any required percentage or to provide that certain other provisions hereof cannot be modified or waived without the consent of the Holders of each outstanding Debenture affected thereby) or the rights of Holders to recover the principal or premium of, premium, if any, interest on, or redemption payment with respect to, any Security, including without limitation Debenture; (g) make any changes in Section 6.08, 6.12 6.4 or this 6.7 hereof or the third sentence of this Section 9.02;9.2; or (7h) make the principal of, premium, if any, or the interest on, any Security Debenture payable with anything or in any manner other than as provided for in this Indenture (including changing the place of payment where, or the coin or currency in which, any Security Debenture or any premium or the interest thereon is payable) and the Securities Debentures as in effect on the date hereof; or (8) make the Securities subordinated in right of payment to any extent or under any circumstances to any other indebtedness. With the consent of Holders of two-thirds of the outstanding aggregate principal amount of the Securities, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer Period. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiverindenture. After an amendment, supplement or waiver under this Section 9.02 9.2 or under Section 9.4 hereof becomes effective, it shall bind each applicable Holder. In connection with any amendment, supplement or waiver under this Article 9IX, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.086.8 and the last sentence of this paragraph, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding SecuritiesDebentures, by written act of said Holders delivered deliv- ered to the Company and the Trustee, the Company, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities Debentures or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities Debentures or of modifying in any manner the rights of the Holders under this Indenture or the SecuritiesDebentures. Subject to Section 6.086.8 and the last sentence of this paragraph, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding Securities may Debentures may, in writing, waive compliance by the Company with any provision of this Indenture or the SecuritiesDebentures. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security Debenture affected thereby: (1) reduce the percentage of principal amount of Securities Debentures whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the SecuritiesDebentures; (2) reduce the rate or extend the time for payment pay- ment of interest on any SecurityDebenture; (3) reduce the principal amount of any SecurityDebenture, or reduce the Change of Control Purchase Price, the Asset Sale Offer Price Repurchase Payment or the Redemption Price; (4) change the Stated Maturity of any SecurityDebenture; (5) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 or paragraph 5 of III, the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11XI, Article XII or Article XIII, or the Conversion Price, in any case, case in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers by Holders of the Debentures (including waivers of Defaults or Events of Default by Holders Default) or the provisions of this third sentence of Section 9.2 (except to increase any required percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Securities Holder of each outstanding Debenture affected thereby) or impair the rights of Holders to recover institute suit for the principal enforcement of any payments due under this Indenture or premium of, interest on, or redemption payment with respect to, the conversion of any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02;Debenture; or (7) make the principal of, or the interest on, any Security Debenture payable with anything or in any manner other than as provided for in this Indenture (including changing the place of payment where, or the coin or currency in which, any Security Debenture or any premium or the interest thereon is payable) and the Securities Debentures as in effect on the date hereof; or (8) make the Securities subordinated in right of payment to any extent or under any circumstances to any other indebtedness. With the consent of Holders of two-thirds of the outstanding aggregate principal amount of the Securities, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer Period. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 9.2 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9IX or under Section 6.12, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or (at the option of the Company) to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver, and may offer to purchase or exchange consideration for such Holder's Debenture in connection with obtaining such consent.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.086.8, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, including Additional Securities, if any, by written act of said Holders delivered to the Company Issuer and the Trustee, the CompanyIssuer, the Guarantors and any other obligor under the Securities when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.086.8, the Holder or Holders of not less than a majority, in principal amount of then outstanding Securities Securities, including Additional Securities, if any, may waive compliance by the Company Issuer with any provision of this Indenture or the Securities. Notwithstanding any of the above, however, without the consent of each Holder of an outstanding Security affected, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected therebymay: (1A) change the Stated Maturity of, or change to an earlier date any Redemption Date of, any Note, or reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture thereof or the Securities; rate (2) reduce the rate or extend the time for payment payment) of interest on or Additional Interest, if any, thereon or any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter the security provisions of Section 4.20 or premium payable upon the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest onthereof, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing change the place of payment where, or the coin or currency in which, any Security Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or alter the redemption provisions, including, in each case, amending, changing or modifying any definitions related thereto, but only to the extent such definitions relate thereto, in a manner adverse to the Holder; (B) reduce the percentage in principal amount of the outstanding Securities, the consent of whose Holders is required for any such amendment, supplemental indenture or waiver provided for in this Indenture; (C) modify any of the waiver provisions, except to increase any required percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby; (D) except as otherwise permitted under Section 5.1 consent to the assignment or transfer by the Issuer or any Guarantor of any of its rights and the Securities as in effect on the date hereofobligations under this Indenture; or (8) make the Securities subordinated in right of payment to E) amend or modify any extent or under any circumstances to any other indebtedness. With the consent of Holders of two-thirds of the outstanding aggregate principal amount provisions of this Indenture relating to the Guarantee in any manner adverse to the Holders of the Securities, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer Period. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 9.2 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9IX, the Company Issuer may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.08, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, by written act of said Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.08, the Holder or Holders of not less than a majority, majority in principal amount of then outstanding Securities may waive compliance by the Company with any provision of this Indenture or the Securities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the each Holder of each outstanding Security affected thereby: (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement supplement, supplemental indenture or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or extend the time for payment of interest on any SecuritySecurity or any premium payable upon the redemption thereof; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or mandatory exchange provisions of Section 4.15 or the terms or provisions (including related definitions) of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest on, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence Section 9.02 except to increase any required percentage or to provide that certain other provisions of this Section 9.02Indenture cannot be modified without the consent of each Holder affected thereby; (7) make the principal Principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable) payable and the Securities as in effect on the date hereof); or (8) make the Securities subordinated in right of payment to any extent or under any circumstances to any other indebtedness. With the consent of Holders of two-thirds 66 2/3% of the outstanding aggregate principal amount of the Securities, the Company and the Trustee may change the Change of Control Purchase Date and or the Asset Sale Offer Period. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 or Section 9.4 9.04 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.086.8, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, including Additional Securities, if any, by written act of said Holders delivered to the Company Issuer and the Trustee, the CompanyIssuer, the Guarantors and any other obligor under the Securities when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.086.8, the Holder or Holders of not less than a majority, in principal amount of then outstanding Securities Securities, including Additional Securities, if any, may waive compliance by the Company Issuer with any provision of this Indenture or the Securities. Notwithstanding any of the above, however, without the consent of each Holder of an outstanding Security affected, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected therebymay: (1A) change the Stated Maturity of, or change to an earlier date any Redemption Date of, any Note, or reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture thereof or the Securities; rate (2) reduce the rate or extend the time for payment payment) of interest on or Additional Interest, if any, thereon or any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter the security provisions of Section 4.20 or premium payable upon the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest onthereof, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing change the place of payment where, or the coin or currency in which, any Security Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or alter the redemption provisions, including, in each case, amending, changing or modifying any definitions related thereto, but only to the extent such definitions relate thereto, in a manner adverse to the Holder; (B) reduce the percentage in principal amount of the outstanding Securities, the consent of whose Holders is required for any such amendment, supplemental indenture or waiver provided for in this Indenture; (C) modify any of the waiver provisions, except to increase any required percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby; (D) except as otherwise permitted under Section 5.1 consent to the assignment or transfer by the Issuer or any Guarantor of any of its rights and the Securities as in effect on the date hereofobligations under this Indenture; or (8) make the Securities subordinated in right of payment to E) amend or modify any extent or under any circumstances to any other indebtedness. With the consent of Holders of two-thirds of the outstanding aggregate principal amount provisions of this Indenture relating to the Guarantee in any manner adverse to the Holders of the Securities, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer Period. It shall not be necessary for the consent of the Holders under this Section 9.02 8.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 8.2 becomes effective, the Company Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 8.2 or Section 9.4 8.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9IX, the Company Issuer may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.086.8, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities (including consents obtained in connection with a tender offer or exchange offer for Securities), by written act of said Holders delivered to the Company and the Trustee, the Company, Company (when authorized by a Board Resolutions, Resolution) and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities; PROVIDED that no such amendment or supplement to Article XI of this Indenture, or indenture or indentures supplemental which add any provision to or change in any manner or eliminate any of the provisions of Article XI of this Indenture or which modify in any manner the rights of the Holders under Article XI of this Indenture shall be effective unless such amendment, supplement or indenture or indentures supplemental has been approved in writing by the Representative or Representatives of all Designated Secured Portfolio Debt then outstanding. Subject to Section 6.086.8, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding Securities may waive compliance by the Company with any provision of this Indenture or the Securities; PROVIDED that no waiver of compliance by the Company with any provision of Article XI of this Indenture shall be effective unless such waiver has been approved in writing by the Representative or Representatives of all Designated Secured Portfolio Debt then outstanding. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby:thereby (and, in the case of any amendment, supplemental indenture or waiver of any provision of Article XI of this Indenture, without the written consent of each Representative of any Designated Secured Portfolio Debt then outstanding): (1) reduce the percentage of principal amount of the outstanding Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or extend the time for payment of interest on any Security; (3) reduce the principal amount of any Security, or reduce the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity or the Change of Control Purchase Date of any Security; (5) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 or paragraph 5 of the Securities III or the terms or provisions of Section 4.15 4.16 or the terms or provisions of Article 11, in any case, X in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, premium, if any, or interest on, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.086.8, 6.12 or this third sentence of this Section 9.029.2; (7) make reduce the principal of, premium, if any, or the interest on, on any Security payable with anything or in any manner other than as provided for in this Indenture and the Securities (including changing or change the place of payment where, or the coin coin, currency or currency manner in which, any Security or any premium principal, premium, or the interest thereon is payable) and the Securities as in effect on the date hereof); or (8) make any change to this Indenture that would adversely affect the Securities subordinated in right of payment to any extent or under any circumstances to any other indebtedness. With the consent of Holders of two-thirds of the outstanding aggregate principal amount contractual ranking of the Securities, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer Period. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, not in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 9.2 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendmentThe Company shall not, supplement or waiver under this Article 9, the Company may, but and shall not be obligated permit any of its Subsidiaries to, offer directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder who consents of any outstanding Securities for or as an inducement to any consent, waiver or amendment of any terms or provisions of the outstanding Securities unless such consideration is offered to be paid or agreed to be paid to all Holders of the Securities which so consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such amendmentconsent, supplement waiver or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiveragreement.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.08the last sentence of this paragraph, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securitiesthe Securities at the time outstanding, by written act of said Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.08the last sentence of this paragraph, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding Securities may may, in writing, waive compliance by the Company with any provision of this Indenture or the Securities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or extend the time for payment of interest on any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter Security or reduce the security provisions of Section 4.20 principal amount thereof or the rate (or extend the time for payment) of interest thereon or any premium payable upon the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest onthereof, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing change the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon with respect thereto is payable, or impair the right to institute suit for the conversion of any Security or the enforcement of any such payment on or after the due date thereof (including, in the case of redemption, on or after the Redemption Date), or reduce the Repurchase Price, or alter the Repurchase Offer or redemption provisions in a manner adverse to the Holders; (2) and reduce the percentage in principal amount of the outstanding Securities, the consent of whose Holders is required for any such amendment, supplemental indenture or waiver provided for in the Indenture; (3) adversely affect the right of such Holder to convert Securities as in effect on or the date hereofrights of any holder conferred by Article XIII; or (8) make 4) modify any of the Securities subordinated in right waiver provisions, except to increase any required percentage or to provide that certain other provisions of payment to any extent the Indenture cannot be modified or under any circumstances to any other indebtedness. With waived without the consent of Holders the Holder of two-thirds of the each outstanding aggregate principal amount of the Securities, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer PeriodSecurity affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.086.8 and the last sentence of this paragraph, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, by written act of said Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.086.8, Section 11.2 and the last sentence of this paragraph, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding Securities may may, in writing, waive compliance by the Company with any provision of this Indenture or the Securities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or extend the time for payment of interest on any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter Security or reduce the security provisions of Section 4.20 principal amount thereof or the rate (or extend the time for payment) of interest thereon or any premium payable upon the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest onthereof, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing change the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon or Liquidated Damages with respect thereto is payable, or impair the right to institute suit for the conversion of any Security or the enforcement of any such payment on or after the due date thereof (including, in the case of redemption, on or after the Redemption Date), or reduce the Repurchase Price, or alter the Repurchase Offer or redemption provisions in a manner adverse to the Holders; (2) and reduce the Securities as percentage in effect on principal amount of the date hereofoutstanding Securities, the consent of whose Holders is required for any such amendment, supplemental indenture or waiver provided for in the Indenture; (3) adversely affect the right of such Holder to convert Securities; (4) modify the provisions of Article 11 or the definition of Change of Control, extent to the extent permitted by Section 11.2; or (8) make 5) modify any of the Securities subordinated in right waiver provisions, except to increase any required percentage or to provide that certain other provisions of payment to any extent the Indenture cannot be modified or under any circumstances to any other indebtedness. With waived without the consent of Holders the Holder of two-thirds of the each outstanding aggregate principal amount of the Securities, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer PeriodSecurity affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 9.2 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9IX, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or (at the option of the Company) to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.086.8, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, by written act of said Holders delivered to the Company and the Trustee, the CompanyCompany or any Guarantor, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.086.8, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding Securities may waive compliance by the Company or any Guarantor with any provision of this Indenture or the Securities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall without the consent of the Holders of not less than 75% of the aggregate principal amounts of Securities at the time outstanding alter the terms or provisions of Section 11.1 or Section 11.2 in a manner adverse to the Holders; and no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: (1) change the Stated Maturity on any Security, or reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture thereof or the Securities; rate (2) reduce the rate or extend the time for payment payment) of interest on thereon or any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter the security provisions of Section 4.20 or premium payable upon the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest onthereof, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing change the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable) and , or impair the Securities as right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or in effect the case of redemption, on or after the date hereof; or (8) make the Securities subordinated in right of payment to any extent Redemption Date), or under any circumstances to any other indebtedness. With the consent of Holders of two-thirds of the outstanding aggregate principal amount of the Securities, the Company and the Trustee may change reduce the Change of Control Purchase Date and Price, the Citicasters Purchase Price or the Asset Sale Offer PeriodPrice or alter the provisions (including the defined terms used herein) regarding the right of the Company to redeem the Securities in a manner adverse the Holders; or (2) reduce the percentage in principal amount of the outstanding Securities, the consent of whose Holders is required for any such amendment, supplemental indenture or wavier provided for in this Indenture; or (3) modify any of the waiver provisions, except to increase any required percentage or to provide that certain other provision of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall without the consent of the Representative on behalf of the Required Lenders amend, waive or otherwise modify the terms or provisions of Article X in a manner adverse to the Lenders (as defined in the New Credit Facility). It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.086.7, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, by written act of said Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.08Sections 6.4 and 6.7, the Holder or Holders of not less than a majority, in principal amount of then outstanding Securities may waive compliance by the Company with any provision of this Indenture or the Securities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: , (1i) reduce extend the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver fixed maturity of any provision of this Indenture or the Securities; (2) Security, reduce the rate or extend the time for payment of interest on any Security; (3) thereon, reduce the principal amount thereof or premium, if any, thereon, reduce any amount payable upon redemption or repurchase thereof, change the obligation of the Company to repurchase any Note upon the happening of any Security, the Change of in Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to holders of Notes, impair the right of any Holder; (6) make any changes Noteholder to institute suit for the payment thereof, change the currency in which the Notes are payable, or impair the right of a Holder to convert the Securities into Common Stock subject to the terms set forth herein, or modify the provisions concerning waivers of Defaults or Events of Default by Holders this Indenture with respect to the subordination of the Securities or Notes in a manner adverse to the rights of Holders to recover the principal or premium of, interest on, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the interest on, any Security payable with anything or Noteholders in any manner other than as provided for in this Indenture (including changing the place of payment wherematerial respect, or the coin or currency in which, any Security or any premium or the interest thereon is payable) and the Securities as in effect on the date hereof; or (8) make the Securities subordinated in right of payment to any extent or under any circumstances to any other indebtedness. With without the consent of Holders the holder of two-thirds each Note so affected, or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the outstanding aggregate principal amount holders of the Securities, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer Periodall Notes then outstanding. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiverindenture.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.086.7, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, by written act of said Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.08Sections 6.4 and 6.7, the Holder or Holders of not less than a majority, in principal amount of then outstanding Securities may waive compliance by the Company with any provision of this Indenture or the Securities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: (1a) reduce change the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2b) reduce the rate or extend the time for payment of interest on any Security; (3c) reduce the principal amount of any Security, or reduce the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4d) change the Stated Maturity stated maturity or the Net Proceeds Payment Date (other than in accordance with Section 4.10) of any Security; (5e) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 or paragraph 5 of the Securities III or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, 4.10 in a manner adverse to any Holder; (6f) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest on, or redemption payment with respect to, any Security, including without limitation ; (g) make any changes in Section 6.086.4, 6.12 6.7 or this third sentence of this Section 9.02clause (g); (7h) make the principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable) and the Securities as in effect on the date hereof; (i) waive a Default or an Event of Default in the payment of principal of or premium, if any, or interest on the Securities or that resulted from failure to comply with Section 4.10; or (8) j) make the Securities subordinated in right of payment to any extent or under any circumstances to any other indebtedness. With , except to the consent extent no less favorable to the Holders than would be consistent with Article X and this Indenture as in effect on the Issue Date; (k) make any changes relating to (a) the right of the Trustee to file proof of claim in any bankruptcy or similar proceeding, or (b) the limitation on the right of Holders of two-thirds of the outstanding aggregate principal amount of the Securities, the Company and to direct the Trustee may change to institute legal proceedings with respect to the Change of Control Purchase Date and the Asset Sale Offer PeriodIndenture or to such provision. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail mal such notice, or any defect therein, shall not, however, in any way impair or affect the validity of or any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiverindenture.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. (a) Subject to Section 6.086.8 and the last sentence of this paragraph, with the consent (evidenced as provided in Section 10.2 hereof) of the Holders of not less than a majority in aggregate principal amount of then outstanding SecuritiesNotes, by written act of said Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities Notes or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities Notes or of modifying in any manner the rights of the Holders under this Indenture or the SecuritiesNotes. Subject to Section 6.086.8 and the last sentence of this paragraph, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding Securities may Notes may, in writing, waive compliance by the Company with any provision of this Indenture or the SecuritiesNotes. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security Note affected thereby: : (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or extend the time for payment of interest on any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4i) change the Stated Maturity of any Security; (5) alter Note or reduce the security provisions of Section 4.20 principal amount thereof or the rate (or extend the time for payment) of interest thereon or any premium payable upon the redemption provisions of Article 3 thereof or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest on, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing change the place of payment where, or the coin or currency in which, any Security Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment or the conversion of any Note on or after the due date thereof (including, in the case of redemption, on or after the Redemption Date), or reduce the Redemption Price, or alter redemption or Change in Control provisions in a manner adverse to the Holders; (ii) and reduce the Securities as percentage in effect on the date hereof; or (8) make the Securities subordinated in right of payment to any extent or under any circumstances to any other indebtedness. With the consent of Holders of two-thirds of the outstanding aggregate principal amount of the Securitiesoutstanding Notes, the Company and consent of whose Holders is required for any such amendment, supplemental indenture or waiver provided for in this Indenture; (iii) modify any of the Trustee may change provisions of Article XII hereof in a manner adverse to the Change Holders; (iv) adversely affect the right of Control Purchase Date and such Holder to convert Notes; or (v) modify any of the Asset Sale Offer Periodwaiver provisions, except to increase any required percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. . (b) After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company shall mail give to the Holders affected thereby in accordance with Section 14.2 a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 or Section 9.4 9.2 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9IX, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or (at the option of the Company) to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.08, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, by written act of said Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.08, the Holder or Holders of not less than a majority, in principal amount of then outstanding Securities may waive compliance by the Company with any provision of this Indenture or the Securities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or extend the time for payment of interest on any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security or extend any Maturity Date of any Security; (5) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, or interest on, or redemption payment with respect to, any Security, including without limitation ; (6) make any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable) and the Securities as in effect on the date hereofIssue Date; or (8) make the Securities subordinated in right of payment to any extent or under any circumstances to any other indebtedness. With the consent of Holders of two-thirds of the outstanding aggregate principal amount of the Securities, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer Period. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 or Section 9.4 becomes effective, it shall bind each Holderindenture. In connection with any amendment, supplement or waiver under this Article 9Nine, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.08the last sentence of this paragraph, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, by written act of said Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.08the last sentence of this paragraph, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding Securities may may, in writing, waive compliance by the Company with any provision of this Indenture or the Securities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or extend the time for payment of interest on any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter Security or reduce the security provisions of Section 4.20 principal amount thereof or the rate (or extend the time for payment) of interest thereon or any premium payable upon the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest onthereof, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing change the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon or Liquidated Damages with respect thereto is payable, or impair the right to institute suit for the enforcement of any such payment or the conversion of any Security on or after the due date thereof (including, in the case of redemption, on or after the Redemption Date), or reduce the Repurchase Price, or alter the terms of this Indenture regarding a Repurchase Offer or redemption provisions in a manner adverse to the Holders; (2) and reduce the Securities as percentage in effect on principal amount of the date hereofoutstanding Securities, the consent of whose Holders is required for any such amendment, supplemental indenture or waiver provided for in the Indenture; (3) adversely affect the right of such Holder to convert Securities; or (8) make 4) provide that other provisions of the Securities subordinated in right of payment to any extent Indenture cannot be modified or under any circumstances to any other indebtedness. With waived without the consent of Holders the Holder of two-thirds of the each outstanding aggregate principal amount of the Securities, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer PeriodSecurity affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.086.8 and the last sentence of this paragraph, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding SecuritiesDebentures, by written act of said Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities Debentures or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities Debentures or of modifying in any manner the rights of the Holders under this Indenture or the SecuritiesDebentures. Subject to Section 6.086.8 and the last sentence of this paragraph, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding Securities may Debentures may, in writing, waive compliance by the Company with any provision of this Indenture or the SecuritiesDebentures. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security Debenture affected thereby: (1) reduce the percentage of principal amount of Securities Debentures whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the SecuritiesDebentures; (2) reduce the rate or extend the time for payment pay- ment of interest on any SecurityDebenture; (3) reduce the principal amount of any SecurityDebenture, or reduce the Change of Control Purchase Price, the Asset Sale Offer Price Repurchase Payment or the Redemption Price; (4) change the Stated Maturity of any SecurityDebenture; (5) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 III, Article XI or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11XIII, in any case, case in a manner adverse ad- verse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities Debentures or the rights of Holders to recover the principal or premium of, interest on, or redemption payment with respect to, any SecurityDebenture, including without limitation any changes in Section 6.086.8, 6.12 or this third sentence of this Section 9.02;9.2; or (7) make the principal of, or the interest on, any Security Debenture payable with anything or in any manner other than as provided for in this Indenture (including changing the place of payment where, or the coin or currency in which, any Security Debenture or any premium or the interest thereon is payable) and the Securities Debentures as in effect on the date hereof; or (8) make the Securities subordinated in right of payment to any extent or under any circumstances to any other indebtedness. With the consent of Holders of two-thirds of the outstanding aggregate principal amount of the Securities, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer Period. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.08the last sentence of this paragraph, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding SecuritiesNotes, by written act of said Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities Notes or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities Notes or of modifying in any manner the rights of the Holders under this Indenture or the SecuritiesNotes. Subject to Section 6.08the last sentence of this paragraph, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding Securities may Notes may, in writing, waive compliance by the Company with any provision of this Indenture or the SecuritiesNotes. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security Note affected thereby: (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or extend the time for payment of interest on any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter Note or reduce the security provisions of Section 4.20 principal amount thereof or the rate (or extend the time for payment) of interest thereon or any premium payable upon the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest onthereof, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing change the place of payment where, or the coin or currency in which, any Security Note or any premium or the interest thereon is payable, or impair the right to institute suit for the conversion of any Note or the enforcement of any such payment on or after the due date thereof (including, in the case of redemption, on or after the Redemption Date), or reduce the Repurchase Price, or alter the Repurchase Offer (other than set forth herein) and or redemption provisions in a manner adverse to the Securities as in effect on the date hereof; orHolders; (8) make 2) reduce the Securities subordinated percentage in right of payment to any extent or under any circumstances to any other indebtedness. With the consent of Holders of two-thirds of the outstanding aggregate principal amount of the Securitiesoutstanding Notes, the Company and consent of whose Holders is required for any such amendment, supplemental indenture or waiver provided for in the Trustee may change Indenture; (3) adversely affect the Change right of Control Purchase Date and the Asset Sale Offer Periodsuch Holder to convert Notes. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.088.8 hereof, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding the Outstanding Securities of each series affected thereby (including consents obtained in connection with a tender offer or exchange offer for such Securities), by written act of said Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions, and the Trustee for Securities of each such series may amend or supplement this Indenture or the Securities or enter into an indenture one or indentures supplemental hereto more Supplemental Indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders of the Securities of that series under this Indenture or the applicable Securities. Subject to Section 6.088.8, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding the Outstanding Securities of each series may waive compliance by the Company with any provision of this Indenture or the Securitiessuch Securities with respect to such series. Notwithstanding any of the above, however, no such amendment, supplemental indenture Supplemental Indenture or waiver shall, without the consent of the Holder of each outstanding Outstanding Security affected thereby: (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or extend the time for payment of interest on any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest on, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable with anything upon a declaration of acceleration of the Maturity thereof pursuant to Section 8.2, or in change any manner other than as provided for in this Indenture (including changing the place Place of payment Payment where, or the coin or currency in which, any such Security or any premium or the interest thereon is payable) and , or impair the Securities as right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in effect the case of redemption, on or after the date hereofRedemption Date); or (8) make 2) reduce the percentage in principal amount of the Outstanding Securities subordinated of any series, the consent of whose Holders is required for any such amendment, Supplemental Indenture or waiver provided for in this Indenture; (3) modify any of the waiver provisions, except to increase any required percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby; (4) cause such Security to become subordinate in right of payment to any extent or under any circumstances to any other indebtedness. With the consent of Holders of two-thirds of the outstanding aggregate principal amount of the Securities, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer Period. It shall not be necessary indebtedness for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure borrowed money of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity other indebtedness of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9, the Company mayevidenced by bonds, but shall not be obligated todebentures, offer notes or other similar instruments, except to the extent provided in the terms of such Security; or (5) if any Security provides that the Holder who consents may require the Company to repurchase or convert such amendmentSecurity, supplement or waiver, or to all Holders, consideration for impair such Holder's consent ’s right to require repurchase or conversion of such amendment, supplement or waiverSecurity on the terms provided therein.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.086.8 and the last sentence of this paragraph, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, by written act of said Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.086.8 and the last sentence of this paragraph, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding Securities may may, in writing, waive compliance by the Company with any provision of this Indenture or the Securities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or extend the time for payment of interest on any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter Security or reduce the security provisions of Section 4.20 principal amount thereof or the rate (or extend the time for payment) of interest thereon or any premium payable upon the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest onthereof, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing change the place of payment where, or -42- 50 the coin or currency in which, any Security or any premium or the interest thereon is payable) and , or impair the Securities as right to institute suit for the enforcement of any such payment or the conversion of any Security on or after the due date thereof (including, in effect the case of redemption, on or after the date hereof; orRedemption Date), or reduce the Repurchase Price, or alter the Repurchase Offer or redemption provisions in a manner adverse to the Holders; (8) make 2) reduce the Securities subordinated percentage in right of payment to any extent or under any circumstances to any other indebtedness. With the consent of Holders of two-thirds of the outstanding aggregate principal amount of the outstanding Securities, the Company and consent of whose Holders is required for any such amendment, supplemental indenture or waiver provided for in the Trustee may change Indenture; (3) modify any of the Change provisions of Control Purchase Date and Article XII hereof in a manner adverse to such Holder or otherwise adversely affect the Asset Sale Offer Periodright of such Holder to convert Securities; or (4) modify any of the waiver provisions, except to increase any required percentage or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 9.2 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9IX, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or (at the option of the Company) to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.086.8, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, by written act of said Holders delivered to the Company and the Trustee, the CompanyCompany or any Guarantor, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.086.8, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding Securities may waive compliance by the Company or any Guarantor with any provision of this Indenture or the Securities. Notwithstanding any of the above, however, no such amendment, supplemental 109 indenture or waiver shall without the consent of the Holders of not less than 75% of the aggregate principal amounts of Securities at the time outstanding alter the terms or provisions of Section 11.1 or Section 11.2 in a manner adverse to the Holders; and no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: (1) change the Stated Maturity on any Security, or reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture thereof or the Securities; rate (2) reduce the rate or extend the time for payment payment) of interest on thereon or any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter the security provisions of Section 4.20 or premium payable upon the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest onthereof, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing change the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable) and , or impair the Securities as right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or in effect the case of redemption, on or after the date hereof; or (8) make the Securities subordinated in right of payment to any extent Redemption Date), or under any circumstances to any other indebtedness. With the consent of Holders of two-thirds of the outstanding aggregate principal amount of the Securities, the Company and the Trustee may change reduce the Change of Control Purchase Date and Price, the Citicasters Purchase Price or the Asset Sale Offer PeriodPrice or alter the provisions (including the defined terms used herein) regarding the right of the Company to redeem the Securities in a manner adverse the Holders; or (2) reduce the percentage in principal amount of the outstanding Securities, the consent of whose Holders is required for any such amendment, supplemental indenture or wavier provided for in this Indenture; or (3) modify any of the waiver provisions, except to increase any required percentage or to provide that certain other provision of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall without the consent of the Representative on behalf of the Required Lenders amend, waive or otherwise modify the terms or provi- sions of Article X in a manner adverse to the Lenders (as defined in the New Credit Facility). It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 9.2 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9IX, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.086.8 and the last sentence of this paragraph, with the consent of the Holders of any series of not less than a majority in aggregate principal amount of then outstanding SecuritiesSecurities of such series, by written act of said Holders delivered to the Company Issuers and the TrusteeTrustee for such series, the CompanyIssuers and any Guarantor, if any, when authorized by Board Resolutions, and the such Trustee may amend or supplement this Indenture with respect to such series or the Securities of such series or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture with respect of such series or the Securities of such series or of modifying in any manner the rights of the Holders of such series under this Indenture with respect of such series or the SecuritiesSecurities of such series. Subject to Section 6.086.8 and the last sentence of this paragraph, the Holder or Holders of not less than a majority, majority in principal amount of then outstanding Securities of such series may waive compliance by the Company Issuers or any Guarantor, if any, with any provision of this Indenture with respect to that series or the SecuritiesSecurities of such series. Notwithstanding any the foregoing provisions of this Section 9.2, without the above, howeverconsent of each Holder affected thereby, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or extend the time for payment of interest on any Security; (3) reduce the principal amount of any Security, or reduce the Change of Control Purchase Price, Price or the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, III in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities (except to in crease any percentage of Securities required to consent to a waiver or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby) or the rights of Holders to recover the principal or premium of, interest on, or redemption payment with respect to, any Security, including without limitation ; (7) make any changes in Section 6.086.8, 6.12 or this third sentence of this Section 9.029.2; (7) 8) make the principal of, or the interest on, any Security payable with anything or in any manner at anywhere other than as provided for in this Indenture (including changing the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable) and the Securities of the series concerned as in effect on the date hereof; or (8) 9) make the Securities or Guarantees, if any, further subordinated in right of payment to any extent or under any circumstances to any other indebtedness. With the consent of Holders of two-thirds of the outstanding aggregate principal amount of the Securities, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer Period. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuers shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiverindenture. After an amendment, supplement or waiver under this Section 9.02 9.2 or Section 9.4 becomes effective, it shall bind each HolderHolder of the series of Securities affected by such amendment, supplement or waiver. In connection with any amendment, supplement or waiver under this Article 9IX, the Company Issuers may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.086.8 and the last sentence of this paragraph, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Securities), by written act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board ResolutionsResolution, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.086.8 and the last sentence of this paragraph, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding Securities may (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Securities) may, in writing, waive compliance by the Company with any provision of this Indenture or the Securities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: (1) reduce the percentage of in principal amount of Securities the outstanding Securities, the consent of whose Holders must consent to an is required for any such amendment, supplement supplemental indenture or waiver of any provision of provided for in this Indenture or the SecuritiesIndenture; (2) change the Stated Maturity of any Security or reduce the rate principal amount thereof or extend impair the time right to institute suit for the enforcement of any such payment or the conversion of interest any Security on any Securityor after the due date thereof (including, in the case of redemption, on or after the Redemption Date), or reduce the Repurchase Price, or alter the provisions of the Repurchase Offer or the redemption provisions; (3) reduce the principal amount rate (or extend the time for payment) of interest or Liquidated Damages, if any, thereon or any Securitypremium payable upon the redemption thereof, or change the Change place of Control Purchase Price, the Asset Sale Offer Price payment where any Security or any premium or the Redemption Priceinterest thereon is payable; (4) change waive a Default or Event of Default in the Stated Maturity payment of any Securityprincipal or premium, if any, interest or Liquidated Damages, if any, on the Securities (except a rescission of acceleration of the Securities by the Holders of at least a majority in aggregate principal amount of the Securities and a waiver of the Payment Event that resulted from such acceleration); (5) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest on, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing the place of payment where, or change the coin or currency in which, any Security or any premium premium, interest or the interest Liquidated Damages thereon is payable; (6) and make any change in the Securities as provisions of Sections 6.8 or 6.12; (7) modify any of the provisions of Article XI or Article XII hereof in effect on a manner adverse to such Holder or otherwise adversely affect the date hereofright of such Holder to convert Securities; or (8) make modify any of the Securities subordinated in right provisions of payment this Article IX, except to increase any extent required percentage or under any circumstances to any provide that certain other indebtedness. With provisions of this Indenture cannot be amended, modified or waived without the consent of Holders the Holder of two-thirds of the each outstanding aggregate principal amount of the Securities, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer PeriodSecurity affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.08the last sentence of this paragraph, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, by written act of said Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.08the last sentence of this paragraph, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding Securities may may, in writing, waive compliance by the Company with any provision of this Indenture or the Securities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or extend the time for payment of interest on any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter Security or reduce the security provisions of Section 4.20 principal amount thereof or the rate (or extend the time for payment) of interest thereon or any premium payable upon the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest onthereof, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing change the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon or Liquidated Damages with respect thereto is payable, or impair the right to institute suit for the conversion of any Security or the enforcement of any such payment on or after the due date thereof (including, in the case of redemption, on or after the Redemption Date), or reduce the Repurchase Price, or alter the Repurchase Offer or redemption provisions in a manner adverse to the Holders; (2) and reduce the Securities as percentage in effect on principal amount of the date hereofoutstanding Securities, the consent of whose Holders is required for any such amendment, supplemental indenture or waiver provided for in the Indenture; (3) adversely affect the right of such Holder to convert Securities; or (8) make 4) modify any of the Securities subordinated in right waiver provisions, except to increase any required percentage or to provide that certain other provisions of payment to any extent the Indenture cannot be modified or under any circumstances to any other indebtedness. With waived without the consent of Holders the Holder of two-thirds of the each outstanding aggregate principal amount of the Securities, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer PeriodSecurity affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.085.8, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, by written act of said Holders delivered to the Company Issuers and the Trustee, the CompanyIssuers, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.085.8, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding Securities may waive compliance by the Company Issuers with any provision of this Indenture or the Securities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall without the consent of the Holders of not less than 66-2/3% of the aggregate principal amount of Securities at the time outstanding alter the terms or provisions of Section 9.1 in a manner adverse to the Holders; and no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or extend the time for payment of interest and Liquidated Damages on (other than a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such Notes and a waiver of the payment default arising from such acceleration) any Security; (3) reduce the principal or premium amount of any Security, or reduce the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any SecurityMaturity; (5) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, III in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest on, or redemption payment payments with respect to, any Security, including without limitation any changes in Section 6.085.8, 6.12 5.12 or this third sentence of this Section 9.028.2, except to increase any required percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby; (7) make the principal of, or the interest onor premium or Liquidated Damages, if any, on any Security payable with anything or in any manner other than as provided for in this Indenture (including changing the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable) and the Securities as in effect on the date hereof; (8) cause the Securities to become subordinate in right of payment of other Indebtedness; or (8) make the Securities subordinated in right of payment to 9) modify any extent or under any circumstances to any other indebtedness. With the consent of Holders of two-thirds of the outstanding aggregate principal amount provisions of Article X or the Securities, Collateral Agreements in a manner adverse to the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer Periodholders. It shall not be necessary for the consent of the Holders under this Section 9.02 8.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuers shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 8.2 or Section 9.4 8.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9VIII, the Company Issuers may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.086.8, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities (including consents obtained in connection with a tender offer or exchange offer for Securities), by written act of said Holders delivered to the Company and the Trustee, the Company, Company (when authorized by a Board Resolutions, Resolution) and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities; provided that no such amendment or supplement to Article XI of this Indenture, or indenture or indentures supplemental hereto which adds any provision to or changes in any manner or eliminates any of the provisions of Article XI of this Indenture or which modifies in any manner the rights of the Holders under Article XI of this Indenture shall be effective unless such amendment, supplement or indenture or indentures supplemental has been approved in writing by the Representative or Representatives of the holders of all Designated Secured Portfolio Debt then outstanding. Subject to Section 6.086.8, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding Securities may waive compliance by the Company with any provision of this Indenture or the Securities; provided that no waiver of compliance by the Company with any provision of Article XI of this Indenture shall be effective unless such waiver has been approved in writing by the Representative or Representatives of the holders of all Designated Secured Portfolio Debt then outstanding. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby:thereby (and, in the case of any amendment, supplemental indenture or waiver of any provision of Article XI of this Indenture, without the written consent of each Representative of the holders of any Designated Secured Portfolio Debt then outstanding): (1) reduce the percentage of principal amount of the outstanding Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or extend the time for payment of interest on any Security; (3) reduce the principal amount of any Security, or reduce the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity or the Change of Control Purchase Date of any Security; (5) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 or paragraph 5 of the Securities III or the terms or provisions of Section 4.15 4.16 or the terms or provisions of Article 11, in any case, X in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, premium, if any, or interest on, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.086.8, 6.12 or this third sentence of this Section 9.029.2; (7) make reduce the principal of, premium, if any, or the interest on, on any Security payable with anything or in any manner other than as provided for in this Indenture and the Securities (including changing or change the place of payment where, or the coin coin, currency or currency manner in which, any Security or any premium principal, premium, or the interest thereon is payable) and the Securities as in effect on the date hereof); or (8) make any change to this Indenture that would adversely affect the Securities subordinated in right of payment to any extent or under any circumstances to any other indebtedness. With the consent of Holders of two-thirds of the outstanding aggregate principal amount contractual ranking of the Securities, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer Period. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, not in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 9.2 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendmentThe Company shall not, supplement or waiver under this Article 9, the Company may, but and shall not be obligated permit any of its Subsidiaries to, offer directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder who consents of any outstanding Securities for or as an inducement to any consent, waiver or amendment of any terms or provisions of the outstanding Securities unless such consideration is offered to be paid or agreed to be paid to all Holders of the Securities which so consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such amendmentconsent, supplement waiver or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiveragreement.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.085.8, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, by written act of said Holders delivered to the Company Issuers and the Trustee, the CompanyIssuers, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.085.8, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding Securities may waive compliance by the Company Issuers with any provision of this Indenture or the Securities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall without the consent of the Holders of not less than 66?% of the aggregate principal amount of Securities at the time outstanding alter the Security and Control Agreement or, subject to (c) below, the provisions (including the defined terms used therein) of Section 9.1 in a manner adverse to the Holders; and no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: (1a) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2b) reduce the rate or extend the time for payment of interest on (other than a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such Notes and a waiver of the payment default arising from such acceleration) any Security; (3c) reduce the principal or premium amount of any Security, or reduce the Change of Control Purchase PricePrice after the corresponding Change of Control has occurred, the Asset Sale Offer Price or the Redemption Price; (4d) change the Stated Maturity of any SecurityMaturity; (5e) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, III in a manner adverse to any Holder; (6f) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest on, or redemption payment payments with respect to, any Security, including without limitation any changes in Section 6.085.8, 6.12 5.12 or this third sentence of this Section 9.028.2, except to increase any required percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby; (7g) make the principal of, or the interest on, or premium on any Security payable with anything or in any manner other than as provided for in this Indenture (including changing the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable) and the Securities as in effect on the date hereof; or (8) make h) cause the Securities subordinated to become subordinate in right of payment to any extent or under any circumstances to any of other indebtedness. With the consent of Holders of two-thirds of the outstanding aggregate principal amount of the Securities, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer PeriodIndebtedness. It shall not be necessary for the consent of the Holders under this Section 9.02 8.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuers shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 8.2 or Section 9.4 8.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9VIII, the Company Issuers may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver; provided that the Issuers shall not, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder of Securities for or as an inducement to any consent, waiver or amendment of any terms or provisions of the Security unless such consideration is offered to be paid or agreed to be paid to all Holders of Securities which so consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.088.8 hereof, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding the Outstanding Securities of each series affected thereby (including consents obtained in connection with a tender offer or exchange offer for such Securities), by written act of said Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions, and the Trustee for Securities of each such series may amend or supplement this Indenture or the Securities or enter into an indenture one or indentures supplemental hereto more Supplemental Indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders of the Securities of that series under this Indenture or the applicable Securities. Subject to Section 6.088.8, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding the Outstanding Securities of each series may waive compliance by the Company with any provision of this Indenture or the Securitiessuch Securities with respect to such series. Notwithstanding any of the above, however, no such amendment, supplemental indenture Supplemental Indenture or waiver shall, without the consent of the Holder of each outstanding Outstanding Security affected thereby: (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or extend the time for payment of interest on any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest on, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable with anything upon a declaration of acceleration of the Maturity thereof pursuant to Section 8.2, or in change any manner other than as provided for in this Indenture (including changing the place Place of payment Payment where, or the coin or currency in which, any such Security or any premium or the interest thereon is payable) and , or impair the Securities as right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in effect the case of redemption, on or after the date hereofRedemption Date); or (8) make 2) reduce the percentage in principal amount of the Outstanding Securities subordinated of any series, the consent of whose Holders is required for any such amendment, Supplemental Indenture or waiver provided for in this Indenture; (3) modify any of the waiver provisions, except to increase any required percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby; (4) cause such Security to become subordinate in right of payment to any extent or under any circumstances to any other indebtedness. With the consent of Holders of two-thirds of the outstanding aggregate principal amount of the SecuritiesDebt, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer Period. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail except to the Holders affected thereby a notice briefly describing extent provided in the amendment, supplement or waiver. Any failure terms of such Security; or (5) if any Security provides that the Holder may require the Company to mail repurchase or convert such noticeSecurity, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent ’s right to require repurchase or conversion of such amendment, supplement or waiverSecurity on the terms provided therein.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.088.8 hereof, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding the Outstanding Securities of each series affected thereby (including consents obtained in connection with a tender offer or exchange offer for such Securities), by written act of said Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions, and the Trustee for Securities of each such series may amend or supplement this Indenture or the Securities or enter into an indenture one or indentures supplemental hereto more Supplemental Indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders of the Securities of that series under this Indenture or the applicable Securities. Subject to Section 6.088.8, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding the Outstanding Securities of each series may waive compliance by the Company with any provision of this Indenture or the Securitiessuch Securities with respect to such series. Notwithstanding any of the above, however, no such amendment, supplemental indenture Supplemental Indenture or waiver shall, without the consent of the Holder of each outstanding Outstanding Security affected thereby: (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or extend the time for payment of interest on any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest on, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable with anything upon a declaration of acceleration of the Maturity thereof pursuant to Section 8.2, or in change any manner other than as provided for in this Indenture (including changing the place Place of payment Payment where, or the coin or currency in which, any such Security or any premium or the interest thereon is payable) and , or impair the Securities as right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in effect the case of redemption, on or after the date hereofRedemption Date); or (8) make 2) reduce the percentage in principal amount of the Outstanding Securities subordinated of any series, the consent of whose Holders is required for any such amendment, Supplemental Indenture or waiver provided for in this Indenture; (3) modify any of the provisions of this Section or Section 8.12, except to increase any required percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 9.8 and 11.1(8); (4) cause such Security to become subordinate in right of payment to any other Debt, except to the extent provided in the terms of such Security; or (5) if any Security provides that the Holder may require the Company to repurchase or convert such Security, impair such Holder’s right to require repurchase or conversion of such Security on the terms provided therein. A Supplemental Indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of that series with respect to such covenant or other provision, shall be deemed not to affect the rights under any circumstances to this Indenture of the Holders of Securities of any other indebtednessseries. With Upon the written request of the Company accompanied by a Board Resolution authorizing the execution of any such amendment or supplement to this Indenture or of any such Supplemental Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of two-thirds any Officers’ Certificate or Opinion of the outstanding aggregate principal amount of the SecuritiesCounsel requested under Section 9.2(b) hereof, the Trustee shall join with the Company and in the execution of such amendment or supplement to this Indenture or of such Supplemental Indenture, but the Trustee shall not be obligated to (but may change the Change of Control Purchase Date and the Asset Sale Offer Periodin its discretion) enter into any such amendment or supplement to this Indenture or any such Supplemental Indenture that affects its own rights, duties, liabilities or immunities under this Indenture or otherwise. It shall not be necessary for the consent of the Holders under this Section 9.02 11.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture Supplemental Indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 11.2 or under Section 9.4 11.4 hereof becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9XI, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's ’s consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.08the last sentence of this paragraph, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, by written act of said Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.08the last sentence of this paragraph, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding Securities may may, in writing, waive compliance by the Company with any provision provisions of this Indenture or the Securities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: (1) change the Stated Maturity of, or any installment of interest on, or the amount of any Liquidated Damages due with respect to, any Security or reduce the percentage of principal amount of Securities whose Holders must consent to an amendmentamount, supplement Redemption Price or waiver of any provision of this Indenture Repurchase Price thereof or the Securities; rate (2) reduce the rate or extend the time for payment payment) of interest on any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity calculation of any Security; (5) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest onLiquidated Damages thereon, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing change the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the due date thereof or the conversion of any Security, or alter the terms of this Indenture regarding a Repurchase Offer (other than as set forth herein) and or redemption provisions in a manner adverse to the Securities as Holders, or modify the subordination provisions in effect on a manner adverse to the date hereofHolders; (2) reduce the percentage in principal amount of the outstanding Securities, the consent of whose Holders is required for any such amendment, supplemental indenture or waiver provided for in this Indenture; (3) adversely affect the right of such Holder to convert Securities; or (8) make 4) provide that other provisions of the Securities subordinated in right of payment to any extent Indenture cannot be modified or under any circumstances to any other indebtedness. With the waived without consent of Holders the Holder of two-thirds of the each outstanding aggregate principal amount of the Securities, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer PeriodSecurity affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.087.8, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, by written act of said Holders delivered to the Company and the Trustee, the CompanyCompany or any Guarantor, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.087.8, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding Securities may waive compliance by the Company or any Guarantor with any provision of this Indenture or the Securities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall without the consent of the Holders of not less than 75% of the aggregate principal amounts of Securities at the time outstanding alter the terms or provisions of Section 11.1 in a manner adverse to the Holders; and no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: (1) change the Stated Maturity on any Security, or reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture thereof or the Securities; rate (2) reduce the rate or extend the time for payment payment) of interest on thereon or any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter the security provisions of Section 4.20 or premium payable upon the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest onthereof, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing change the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable) and , or impair the Securities as right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or in effect the case of redemption, on or after the date hereof; or (8) make the Securities subordinated in right of payment to any extent Redemption Date), or under any circumstances to any other indebtedness. With the consent of Holders of two-thirds of the outstanding aggregate principal amount of the Securities, the Company and the Trustee may change reduce the Change of Control Purchase Date and Price, the 1994 9 3/4% Note Purchase Price or the Asset Sale Offer PeriodPrice or alter the provisions (including the defined terms used herein) regarding the right of the Company to redeem the Securities in a manner adverse the Holders; or (2) reduce the percentage in principal amount of the outstanding Securities, the consent of whose Holders is required for any such amendment, supplemental indenture or wavier provided for in this Indenture; or (3) modify any of the waiver provisions, except to increase any required percentage or to provide that certain other provision of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 10.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 10.2 or Section 9.4 10.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9X, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.086.8, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, by written act of said Holders delivered to the Company and the Trustee, the CompanyCompany or any Guarantor, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.086.8, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding Securities may waive compliance by the Company or any Guarantor with any provision of this Indenture or the Securities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, shall without the consent of the Holder Holders of each not less than 66-2/3% of the aggregate principal amount of Securities at the time outstanding Security affected thereby:alter the terms or provisions (1) change the Maturity Date on any Security, or reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture thereof or the Securities; rate (2) reduce the rate or extend the time for payment payment) of interest on thereon or any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter the security provisions of Section 4.20 or premium payable upon the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest onthereof, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing change the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or in the case of redemption, on or after the Redemption Date), or reduce the Change of Control Purchase Price or the Asset Sale Offer Price or alter the provisions of this Indenture (including the defined terms used herein) and regarding the right of the Company to redeem the Securities as in effect on a manner adverse the date hereofHolders; or (8) make 2) reduce the percentage in principal amount of outstanding Securities the consent of whose Holders is required for any such amendment, supplemental indenture or waiver provided for in this Indenture; (3) modify any of the waiver provisions, except to increase any required percentage or to provide that certain other provision of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby; or (4) cause the Securities subordinated or any Guarantee to become subordinate in right of payment to any extent or under any circumstances to any other indebtedness. With the consent of Holders of two-thirds of the outstanding aggregate principal amount of the Securities, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer PeriodIndebtedness. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.086.8 and the last sentence of this paragraph, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, by written act of said Holders delivered to the Company Issuers and the Trustee, the CompanyIssuers and any Guarantor, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under the this Indenture or the Securities. Subject to Section 6.086.8 and the last sentence of this paragraph, the Holder or Holders of not less than a majority, in principal amount of then outstanding Securities may waive compliance by the Company Issuers or any Guarantor with any provision of this Indenture or the Securities. Notwithstanding any the foregoing provisions of this Section 9.2, without the above, howeverconsent of each Holder affected thereby, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or extend the time for payment of interest (and Liquidated Damages, if any) on any Security; (3) reduce the principal amount of any Security, or reduce the Change of Control Purchase Price, Price or the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, III in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities (except to increase any percentage of Securities required to consent to a waiver or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby) or the rights of Holders to recover the principal or premium of, interest (and Liquidated Damages, if any) on, or redemption payment with respect to, any Security, including without limitation ; (7) make any changes in Section 6.086.8, 6.12 or this third sentence of this Section 9.02;9.2; or (7) 8) make the principal of, or the interest (and Liquidated Damages, if any) on, any Security payable with anything or in any manner at anywhere other than as provided for in this Indenture (including changing the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable) and the Securities as in effect on the date hereof; or (8) 9) make the Securities or Guarantees further subordinated in right of payment to any extent or under any circumstances to any other indebtedness. With the consent of Holders of two-thirds of the outstanding aggregate principal amount of the Securities, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer Period. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuers shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiverindenture. After an amendment, supplement or waiver under this Section 9.02 9.2 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9IX, the Company Issuers may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.086.8, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, by written act of said Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions, the Guarantors, when authorized by Board Resolution (or, if any Guarantor is not a corporation, when otherwise appropriately authorized) and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.086.8, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding Securities may waive compliance by the Company or any Guarantor with any provision of this Indenture or the Securities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall without the consent of the Holders of not less than 66-2/3% of the aggregate principal amount of Securities at the time outstanding alter the terms or provisions of Section 10.1 in a manner which adversely affects the Holders; no such amendment, supplemental indenture or waiver shall, without the written consent of all holders of Senior Debt alter the terms or provisions of Article XII; and no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: (1) reduce the percentage of principal amount of the outstanding Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or extend the time for payment of interest on any Security; (3) reduce the principal amount or Redemption Price of any Security, or reduce the Change of Control Purchase Price, Price or the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any SecuritySecurity or any installment of interest thereon; (5) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, III in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers by the Holders of Defaults or Defaults, Events of Default or other defaults or of compliance by Holders the Company or any Guarantor with any provision of the Securities this Indenture or the rights Securities, or impair the right of Holders any Holder to recover institute suit for the enforcement of any payment of principal or premium of, interest onpremium, if any, or redemption interest on any Security on or after the date such payment with respect to, any Securityis due as expressed in such Security or in this Indenture, including without limitation any changes in Section 6.086.8, 6.12 or the second sentence or this third sentence of this Section 9.029.2, except to increase any required percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby; (7) make the principal of, or the interest or premium on, any Security payable with anything or in any manner other than as provided for in this Indenture and the Securities as in effect on the date hereof (including changing the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable) and the Securities as in effect on the date hereof); or (8) make the Securities or the Guarantees further subordinated in right of payment to any extent or under any circumstances to any other indebtedness. With Indebtedness (it being understood that amendments to Section 4.10 hereof which may have the consent effect of Holders of two-thirds of increasing the outstanding aggregate principal amount of the Securities, Senior Debt that the Company and the Trustee Guarantors may change Incur shall not, for purposes of this clause (8), be deemed to make the Change Securities or the Guarantees further subordinated in right of Control Purchase Date and the Asset Sale Offer Periodpayment to any extent or under any circumstances to any other Indebtedness). It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.088.8 hereof, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding the Outstanding Securities of each series affected thereby (including consents obtained in connection with a tender offer or exchange offer for such Securities), by written act of said Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions, and the Trustee for Securities of each such series may amend or supplement this Indenture or the Securities or enter into an indenture one or indentures supplemental hereto more Supplemental Indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders of the Securities of that series under this Indenture or the applicable Securities. Subject to Section 6.088.8, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding the Outstanding Securities of each series may waive compliance by the Company with any provision of this Indenture or the Securitiessuch Securities with respect to such series. Notwithstanding any of the above, however, no such amendment, supplemental indenture Supplemental Indenture or waiver shall, without the consent of the Holder of each outstanding Outstanding Security affected thereby: (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or extend the time for payment of interest on any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest on, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable with anything upon a declaration of acceleration of the Maturity thereof pursuant to Section 8.2, or in change any manner other than as provided for in this Indenture (including changing the place Place of payment Payment where, or the coin or currency in which, any such Security or any premium or the interest thereon is payable) and , or impair the Securities as right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in effect the case of redemption, on or after the date hereofRedemption Date); or (8) make 2) reduce the percentage in principal amount of the Outstanding Securities subordinated of any series, the consent of whose Holders is required for any such amendment, Supplemental Indenture or waiver provided for in this Indenture; (3) modify any of the waiver provisions, except to increase any required percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby; (4) cause such Security to become subordinate in right of payment to any other Debt, except to the extent provided in the terms of such Security; or (5) if any Security provides that the Holder may require the Company to repurchase or convert such Security, impair such Holder’s right to require repurchase or conversion of such Security on the terms provided therein. A Supplemental Indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of that series with respect to such covenant or other provision, shall be deemed not to affect the rights under any circumstances to this Indenture of the Holders of Securities of any other indebtednessseries. With Upon the written request of the Company accompanied by a Board Resolution authorizing the execution of any such amendment or supplement to this Indenture or of any such Supplemental Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of two-thirds any Officers’ Certificate or Opinion of the outstanding aggregate principal amount of the SecuritiesCounsel requested under Section 9.2(b) hereof, the Trustee shall join with the Company and in the execution of such amendment or supplement to this Indenture or of such Supplemental Indenture, but the Trustee shall not be obligated to (but may change the Change of Control Purchase Date and the Asset Sale Offer Periodin its discretion) enter into any such amendment or supplement to this Indenture or any such Supplemental Indenture that affects its own rights, duties, liabilities or immunities under this Indenture or otherwise. It shall not be necessary for the consent of the Holders under this Section 9.02 11.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture Supplemental Indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 11.2 or under Section 9.4 11.4 hereof becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9XI, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's ’s consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.086.8, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, by written act of said Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.086.8, the Holder or Holders of not less than a majority, majority in principal amount of then outstanding Securities may waive compliance by the Company with any provision of this Indenture or the Securities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: (1a) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2b) reduce the rate or extend the time for payment of interest on any Security; (3c) reduce the principal amount of any Security, Security or reduce the Change of Control Purchase Price, the Asset Sale Offer Price Price, or the Redemption Price; (4d) change the Stated Maturity Maturity, the Change of Control Payment Date, or the Purchase Date of any Security; (5e) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 III or of paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, Notes in a manner adverse to any HolderHolder in any material respect; (6f) reduce the relative ranking of the Notes; (g) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities (except to increase any required percentage or to provide that certain other provisions hereof cannot be modified or waived without the consent of the Holders of each outstanding Security affected thereby) or the rights of Holders to recover the principal or premium of, interest on, or redemption payment with respect to, any Security, including without limitation ; (h) make any changes in Section 6.086.4, 6.12 6.7 or this third sentence of this Section 9.02;9.2; or (7i) make the principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable) and the Securities as in effect on the date hereof; or . Notwithstanding the foregoing, (8) make the Securities subordinated in right of payment to any extent or under any circumstances to any other indebtedness. With i) the consent of Holders of twoat least 66-thirds 2/3% of the outstanding aggregate principal amount of the Securities, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer Period. It Notes then outstanding shall not be necessary for the consent of the Holders under this Section 9.02 required to approve the particular form of any proposed amendment, supplement or waiver, but it including a waiver pursuant to Section 6.12, that makes any changes in the terms or provisions of Section 4.14 (other than the Offer Price) and (ii) the consent of at least 90% of the aggregate principal amount of the Notes then outstanding shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail required to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or approve any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or including a waiver pursuant to all HoldersSection 6.12, consideration for such Holder's consent to such amendment, supplement or waiverthat makes any changes in Article XI.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.086.8, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, by written act of said Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.086.8, the Holder or Holders of not less than a majority, in principal amount of then outstanding Securities may waive compliance by the Company with any provision of this Indenture or the Securities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or extend the time for payment of interest on any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity or the Change of Control Purchase Date, the Asset Sale Purchase Date, the Asset Sale Offer Period, or the Change of Control Offer Period of any Security; (5) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 III or paragraph 5 of the Securities or the terms or provisions of Section 4.15 4.14 or the terms or provisions of Article 11XI, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest on, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.086.8, 6.12 or this third sentence of this Section 9.029.2; (7) make the principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable) and the Securities as in effect on the date hereof; or (8) make the Securities subordinated in right of payment to any extent or under any circumstances to any other indebtedness. With the consent of Holders of two-thirds of the outstanding aggregate principal amount of the Securities, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer Period. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.08the last sentence of this paragraph, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, by written act of said Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.08the last sentence of this paragraph, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding Securities may may, in writing, waive compliance by the Company with any provision of this Indenture or the Securities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or extend the time for payment of interest on any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter Security or reduce the security provisions of Section 4.20 principal amount thereof or the rate (or extend the time for payment) of interest thereon or any premium payable upon the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest onthereof, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing change the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon or Liquidated Damages, if any, with respect thereto is payable, or impair the right to institute suit for the enforcement of any such payment or the conversion of any Security on or after the due date thereof (including, in the case of redemption, on or after the Redemption Date), or reduce the Repurchase Price, or alter the terms of this Indenture regarding a Repurchase Offer or redemption provisions in a manner adverse to the Holders; (2) and reduce the Securities as percentage in effect on principal amount of the date hereofoutstanding Securities, the consent of whose Holders is required for any such amendment, supplemental indenture or waiver provided for in the Indenture; (3) adversely affect the right of such Holder to convert Securities; or (8) make the Securities subordinated in right of payment to any extent or under any circumstances to any 4) provide that other indebtedness. With the consent of Holders of two-thirds provisions of the outstanding aggregate principal amount of the Securities, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer Period. It shall Indenture cannot be necessary for modified or waived without the consent of the Holders under this Section 9.02 to approve the particular form Holder of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders each outstanding Security affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiverthereby.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.086.8 and the last sentence of this paragraph, with the consent (evidenced as provided in Section 10.2 hereof) of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, by written act of said Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.086.8 and the last sentence of this paragraph, the Holder or Holders Hold- ers of not less than a majority, majority in aggregate principal amount of then outstanding Securities may may, in writing, waive compliance by the Company with any provision of this Indenture Inden- ture or the Securities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or extend the time for payment of interest on any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter Secu- rity or reduce the security provisions of Section 4.20 principal amount thereof or the rate (or extend the time for payment) of interest thereon or any premium payable upon the redemption provisions of Article 3 thereof or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest onAdditional Amounts with respect thereto, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing change the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon or Additional Amounts with respect thereto is payable, or impair the right to institute suit for the enforcement of any such payment or the conver- sion of any Security on or after the due date thereof (in- cluding, in the case of redemption, on or after the Redemp- tion Date), or alter redemption provisions in a manner ad- verse to the Holders; (2) and reduce the Securities as percentage in effect on the date hereof; or (8) make the Securities subordinated in right of payment to any extent or under any circumstances to any other indebtedness. With the consent of Holders of two-thirds of the outstanding aggregate principal amount of the outstanding Securities, the Company and consent of whose Holders is required for any such amendment, supplemental indenture or waiver provided for in the Trustee may change Indenture; (3) modify any of the Change provisions of Control Purchase Date and Article XII hereof in a manner adverse to the Asset Sale Offer PeriodHolders; (4) adversely affect the right of such Holder to convert Securities; or (5) modify any of the waiver provisions, except to increase any required percentage or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.086.7, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, by written act of said Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.08Sections 6.4 and 6.7, the Holder or Holders of not less than a majority, in principal amount of then outstanding Securities may waive compliance by the Company with any provision of this Indenture or the Securities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: (1a) reduce change the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2b) reduce the rate or extend the time for payment of interest on any Security; (3c) reduce the principal amount of any Security, or reduce the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4d) change the Stated Maturity stated maturity or the Net Proceeds Payment Date (other than in accordance with Section 4.10) of any Security; (5e) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 or paragraph 5 of the Securities III or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, 4.10 in a manner adverse to any Holder; (6f) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest on, or redemption payment with respect to, any Security, including without limitation ; (g) make any changes in Section 6.086.4, 6.12 6.7 or this third sentence of this Section 9.02clause (g); (7h) make the principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable) and the Securities as in effect on the date hereof; or; (8) i) waive a Default or an Event of Default in the payment of principal of or premium, if any, or interest on the Securities or that resulted from failure to comply with Section 4.10; (j) make the Securities subordinated in right of payment to any extent or under any circumstances to any other indebtedness. With , except to the consent extent no less favorable to the Holders than would be consistent with Article X and this Indenture as in effect on the Issue Date; or (k) make any changes relating to (a) the right of the Trustee to file proof of claim in any bankruptcy or similar proceeding, or (b) the limitation on the right of Holders of two-thirds of the outstanding aggregate principal amount of the Securities, the Company and to direct the Trustee may change to institute legal proceedings with respect to the Change of Control Purchase Date and the Asset Sale Offer PeriodIndenture or to such provision. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail mal such notice, or any defect therein, shall not, however, in any way impair or affect the validity of or any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiverindenture.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.086.8, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, by written act of said Holders delivered to the Company and the Trustee, the CompanyCompany or any Guarantor, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.086.8, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding Securities may waive compliance by the Company or any Guarantor with any provision of this Indenture or the Securities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall without the consent of the Holders of not less than 75% of the aggregate principal amounts of Securities at the time outstanding alter the terms or provisions of Section 11.1 or Section 11.2 in a manner adverse to the Holders; and no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: (1) change the Stated Maturity on any Security, or reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture thereof or the Securities; rate (2) reduce the rate or extend the time for payment payment) of interest on thereon or any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter the security provisions of Section 4.20 or premium payable upon the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest onthereof, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing change the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable) and , or impair the Securities as right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or in effect the case of redemption, on or after the date hereof; or (8) make the Securities subordinated in right of payment to any extent Redemption Date), or under any circumstances to any other indebtedness. With the consent of Holders of two-thirds of the outstanding aggregate principal amount of the Securities, the Company and the Trustee may change reduce the Change of Control Purchase Date and Price or the Asset Sale Offer PeriodPrice or alter the provisions (including the defined terms used herein) regard- ing the right of the Company to redeem the Securities in a manner adverse the Holders; or (2) reduce the percentage in principal amount of the outstanding Securities, the consent of whose Holders is required for any such amendment, supplemental indenture or wavier provided for in this Indenture; or (3) modify any of the waiver provisions, except to increase any required percentage or to provide that certain other provision of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall without the consent of the Representative on behalf of the Required Lenders amend, waive or otherwise modify the terms or provisions of Article X in a manner adverse to the Lenders (as defined in the New Credit Facility). It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.086.8 hereof, with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding Securities(including consents obtained in connection with a tender offer or exchange offer for such Notes), by written act of said Holders delivered to the Company and the Trustee, the CompanyCompany and the Guarantors, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture Indenture, any Collateral Agreement or the Securities Intercreditor Agreement or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture Indenture, such Collateral Agreement or the Securities Intercreditor Agreement or of modifying in any manner the rights of the Holders under this Indenture Indenture, the Notes, such Collateral Agreement or the SecuritiesIntercreditor Agreement. Subject to Section 6.086.8, the Holder or Holders of not less than a majority, majority in aggregate principal amount of Notes then outstanding Securities may waive compliance by the Company or any Guarantor with any provision of this Indenture or the SecuritiesNotes. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security Note affected thereby: (1) change the Stated Maturity on any Note, or reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture thereof or the Securities; rate (2) reduce the rate or extend the time for payment payment) of interest on thereon or any Security; (3) reduce premium payable upon the principal amount of any Securityredemption thereof at the Company's option, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest on, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing the place city of payment where, or the coin or currency in which, any Security Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption at the Company's option, on or after the Redemption Date), or reduce the Change of Control Purchase Price or the Asset Sale Offer Price after the corresponding Asset Sale or Change of Control has occurred or alter the provisions (including the defined terms used therein) and of Article III of this Indenture or Section 5 of the Securities Notes regarding the right of the Company to redeem the Notes as a right, or at the Company's option or the provisions (including the defined terms used therein) of Article X in effect on a manner adverse to the date hereofHolders; or (8) make 2) reduce the Securities subordinated percentage in principal amount of the outstanding Notes, the consent of whose Holders is required for any such amendment, supplemental indenture or waiver provided for in this Indenture; (3) modify any of the waiver provisions, except to increase any required percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby; or (4) cause the Notes or any Guarantee to become contractually subordinate in right of payment to any extent or under any circumstances to any other indebtedness. With the consent of Holders of two-thirds Indebtedness of the outstanding aggregate principal amount of the Securities, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer Periodor any Guarantor. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 9.2 or under Section 9.4 hereof becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9IX, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.088.8 hereof, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding the Outstanding Securities of each series affected thereby (including consents obtained in connection with a tender offer or exchange offer for such Securities), by written act of said Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions, and the Trustee for Securities of each such series may amend or supplement this Indenture or the Securities or enter into an indenture one or indentures supplemental hereto more Supplemental Indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders of the Securities of that series under this Indenture or the applicable Securities. Subject to Section 6.088.8, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding the Outstanding Securities of each series may waive compliance by the Company with any provision of this Indenture or the Securitiessuch Securities with respect to such series. Notwithstanding any of the above, however, no such amendment, supplemental indenture Supplemental Indenture or waiver shall, without the consent of the Holder of each outstanding Outstanding Security affected thereby: (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or extend the time for payment of interest on any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest on, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable with anything upon a declaration of acceleration of the Maturity thereof pursuant to Section 8.2, or in change any manner other than as provided for in this Indenture (including changing the place Place of payment Payment where, or the coin or currency in which, any such Security or any premium or the interest thereon is payable) and , or impair the Securities as right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in effect the case of redemption, on or after the date hereofRedemption Date); or (8) make 2) reduce the percentage in principal amount of the Outstanding Securities subordinated of any series, the consent of whose Holders is required for any such amendment, Supplemental Indenture or waiver provided for in this Indenture; (3) modify any of the provisions of this Section 11.2 or Section 8.12, except to increase any required percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 11.2, or the deletion of this proviso, in accordance with the requirements of Sections 9.8 and 11.1(8); (4) cause such Security to become subordinate in right of payment to any other Debt, except to the extent provided in the terms of such Security; or (5) if any Security provides that the Holder may require the Company to repurchase or convert such Security, impair such Holder’s right to require repurchase or conversion of such Security on the terms provided therein. A Supplemental Indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of that series with respect to such covenant or other provision, shall be deemed not to affect the rights under any circumstances to this Indenture of the Holders of Securities of any other indebtednessseries. With Upon the written request of the Company accompanied by a Board Resolution authorizing the execution of any such amendment or supplement to this Indenture or of any such Supplemental Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of two-thirds any Officers’ Certificate or Opinion of the outstanding aggregate principal amount of the SecuritiesCounsel requested under Section 9.2(b) hereof, the Trustee shall join with the Company and in the execution of such amendment or supplement to this Indenture or of such Supplemental Indenture, but the Trustee shall not be obligated to (but may change the Change of Control Purchase Date and the Asset Sale Offer Periodin its discretion) enter into any such amendment or supplement to this Indenture or any such Supplemental Indenture that affects its own rights, duties, liabilities or immunities under this Indenture or otherwise. It shall not be necessary for the consent of the Holders under this Section 9.02 11.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture Supplemental Indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 11.2 or under Section 9.4 11.4 hereof becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9XI, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's ’s consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.087.8, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, by written act of said Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.087.8, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding Securities may waive compliance by the Company with any provision of this Indenture or the Securities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, shall without the consent of the Holder of each outstanding Security affected thereby: : (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or extend the time for payment of interest on any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest on, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable) and the Securities as in effect on the date hereof; or (8) make the Securities subordinated in right of payment to any extent or under any circumstances to any other indebtedness. With the consent of Holders of two-thirds of the outstanding aggregate principal amount of the Securities, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer Period. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.39

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.086.8, with the consent of the Holders of not less than a majority in aggregate principal amount Value of then outstanding SecuritiesNotes, by written act of said Holders (including an electronic mechanism utilized by the Depository Trust Company as a means of receiving consents or tenders of securities) delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or Indenture, the Securities Notes or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities Notes or of modifying in any manner the rights of the Holders under this Indenture or the SecuritiesNotes; provided, that no such modification may, without the consent of the Holders of not less than 662/3 in aggregate Value of the Notes at the time outstanding, (i) prior to a Change of Control, reduce the Change of Control Purchase Price or alter the provisions of Article XI or (ii) prior to the date upon which an Offer to Purchase is required to be made, reduce the Offer Price or alter the provisions of Section 4.14 in a manner adverse to the Holders. Subject to Section 6.086.8, the Holder or Holders of not less than a majority, in principal amount aggregate Value of then outstanding Securities Notes may waive compliance by the Company with any provision of this Indenture or the SecuritiesNotes; provided, that no such waiver may, without the consent of the Holders of not less than 662/3 in aggregate Value of the Notes at the time outstanding, have the effect of (i) prior to a Change of Control, reducing the Change of Control Purchase Price or altering the provisions of Article XI or (ii) prior to the date upon which an Offer to Purchase is required to be made, reduce the Offer Price or alter the provisions of Section 4.14 in a manner adverse to the Holders. Notwithstanding any of the above, however, no 63 70 such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security Note affected thereby: (1a) reduce the percentage of principal amount Value of Securities Notes whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the SecuritiesNotes; (2b) reduce the rate or extend the time for payment of interest on any SecurityNote; (3c) (i) reduce the principal amount of any SecurityNote or (ii) after the date upon which a Change of Control Offer is required to be made, reduce the Change of Control Purchase PricePrice or (iii) after the date upon which an Offer to Purchase is required to be made, reduce the Asset Sale to Purchase Offer Price or (iv) reduce the Redemption Price; (4d) change the Stated Maturity or the payment date of any Securityinstallment of principal of, or the payment date of any installment of interest on, any Note; (5i) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 III or of paragraph 5 of the Securities Notes or (ii) after the terms or provisions date upon which a Change of Section 4.15 or Control Offer is required to be made, alter the terms or provisions of Article 11, in any case, in a manner adverse to any HolderXI; (6f) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities Notes (except to increase any required percentage or to provide that certain other provisions hereof cannot be modified or waived without the consent of the Holders of each outstanding Note affected thereby) or the rights of Holders to recover the principal or premium of, interest on, or redemption payment with respect to, any Security, including without limitation Note; (g) make any changes in Section 6.086.4, 6.12 6.7 or this third sentence of this Section 9.02;9.2; or (7h) make the principal of, or the interest on, any Security Note payable with anything or in any manner other than as provided for in this Indenture (including changing the place of payment where, or the coin or currency in which, any Security Note or any premium or the interest thereon is payable) and the Securities Notes as in effect on the date hereof; or (8) make the Securities subordinated in right of payment to any extent or under any circumstances to any other indebtedness. With the consent of Holders of two-thirds of the outstanding aggregate principal amount of the Securities, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer Period. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiverindenture. After an amendment, supplement or waiver under this Section 9.02 9.2 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9IX, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.087.8 and the last sentence of this paragraph, with the consent of the Holders of not less than a majority in aggregate principal amount Annual Maximum Contingent Payment Amount of then outstanding Securities, by written act of said Holders delivered to the Company and the Trustee, the CompanyCompany and any Guarantor, when authorized by Board Resolutions, and the Trustee may amend or supplement any of the Collateral Documents, this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of any of the Collateral Documents, this Indenture or the Securities or of modifying in any manner the rights of the Holders under any of the Collateral Documents, this Indenture or the Securities. Subject to Section 6.087.8 and the last sentence of this paragraph, the Holder or Holders of not less than a majority, majority in principal amount aggregate Annual Maximum Contingent Payment Amount of then outstanding Securities may waive compliance by the Company or any Guarantor with any provision of any of the Collateral Documents, this Indenture or the Securities. Notwithstanding any the foregoing provisions of the above, howeverthis Section 10.2, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: (1) change the Stated Maturity of any Security; (2) reduce the Annual Maximum Contingent Payment Amount of any Security; (3) reduce or extend the time for payment of Contingent Payments on any Security; (4) make the Contingent Payments on any Security payable with anything or in any manner other than as provided for in this Indenture and the Securities as in effect on the Issue Date; (5) make any changes in Section 7.8 or this third sentence of this Section 10.2 (except, in the case of this third sentence, to add any additional provision of this Indenture to this sentence); (6) alter the redemption provisions of Article III or the Securities in a manner adverse to any Holder; (7) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or change the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; Securities (2except to increase any required percentage) reduce the rate or extend the time for payment of interest on any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest Contingent Payments on, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable) and the Securities as in effect on the date hereof; or (8) make the Securities subordinated in right of payment to any extent or under any circumstances (except as permitted by this Indenture) to any other indebtedness. With the consent of Holders of two-thirds of the outstanding aggregate principal amount of the Securities, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer Period. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 10.2 or Section 9.4 10.4 becomes effective, it shall bind each Holder, subject to the limitations set forth above. In connection with any amendment, supplement or waiver under this Article 9X, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.086.8, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, by written act of said Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.086.8, the Holder or Holders of not less than a majority, majority in principal amount of then outstanding Securities may waive compliance by the Company with any provision of this Indenture or the Securities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: (1a) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2b) reduce the rate or extend the time for payment of interest on any Security; (3c) reduce the Accreted Value or the principal amount of any Security, or reduce the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4d) change the Stated Maturity or the Change of Control Payment Date or the Purchase Date of any Security; (5e) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 III or of paragraph 5 of the Securities or the terms or provisions of Section 4.15 Notes or the terms or provisions of Article 11XII, in any case, in a manner adverse to any Holder; (6f) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities (except to increase any required percentage or to provide that certain other provisions hereof cannot be modified or waived without the consent of the Holders of each outstanding Security affected thereby) or the rights of Holders to recover the principal or premium of, interest on, or redemption payment with respect to, any Security, including without limitation ; (g) make any changes in Section 6.086.4, 6.12 6.7 or this third sentence of this Section 9.02;9.2; or (7h) make the principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable) and the Securities as in effect on the date hereof; or . Notwithstanding the foregoing, (8) make the Securities subordinated in right of payment to any extent or under any circumstances to any other indebtedness. With i) the consent of Holders of twoat least 66-thirds 2/3% of the aggregate principal amount of Notes then outstanding shall be required to approve any amendment, supplement or waiver, including a waiver pursuant to Section 6.12, that makes any changes in the terms or provisions of Section 4.14 (other than the Offer Price) and (ii) the consent of at least 90% of the aggregate principal amount of the SecuritiesNotes then outstanding shall be required to approve any amendment, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer Periodsupplement or waiver, including a waiver pursuant to Section 6.12, that makes any changes in Article XI. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiverindenture. After an amendment, supplement or waiver under this Section 9.02 9.2 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9IX, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.086.8, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, by written act of said Holders delivered to the Company Issuers and the Trustee, the CompanyIssuers, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.086.8, the Holder or Holders of not less than a majority, in principal amount of then outstanding Securities may waive compliance by the Company Issuers with any provision of this Indenture or the Securities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: (1) change the Stated Maturity of, or the Change of Control Purchase Date or the Asset Sale Offer Period on, or change to an earlier date any Redemption Date of, any Note, or reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture thereof or the Securities; rate (2) reduce the rate or extend the time for payment payment) of interest on thereon or any Security; (3) reduce the principal amount of any Security, the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter the security provisions of Section 4.20 or premium payable upon the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest onthereof, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.08, 6.12 or this third sentence of this Section 9.02; (7) make the principal of, or the interest on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing change the place of payment where, or the coin or currency in which, any Security Note or any premium or the interest thereon is payable) and , or impair the Securities as right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in effect the case of redemption, on or after the date hereof; or (8) make the Securities subordinated in right of payment to any extent Redemption Date), or under any circumstances to any other indebtedness. With the consent of Holders of two-thirds of the outstanding aggregate principal amount of the Securities, the Company and the Trustee may change reduce the Change of Control Purchase Date and Price or the Asset Sale Offer Period. Price or alter the redemption provisions or the provisions of Article XI, including, in each case, amending, changing or modifying any definitions related thereto, but only to the extent such definitions relate thereto, in a manner adverse to the Holders; (2) reduce the percentage in principal amount of the outstanding Securities, the consent of whose Holders is required for any such amendment, supplemental indenture or waiver provided for in this Indenture; (3) modify any of the waiver provisions, except to increase any required percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby; (4) except as otherwise permitted under Section 5.1 consent to the assignment or transfer by Finance Corp., the Company or any Guarantor of any of its rights and obligations under this Indenture; or (5) amend or modify any of the provisions of this Indenture relating to the subordination of the Securities or any Guarantee in any manner adverse to the holders of the Securities or any Guarantee; It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company Issuers shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.086.8 and the last sentence of this paragraph, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, by written act of said Holders delivered to the Company Issuer and the Trustee, the CompanyIssuer and any Guarantor, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.086.8 and the last sentence of this paragraph, the Holder or Holders of not less than a majority, in principal amount of then outstanding Securities may waive compliance by the Company Issuer or any Guarantor with any provision of this Indenture or the Securities. Notwithstanding any the foregoing provisions of this Section 9.2, without the above, howeverconsent of each Holder affected thereby, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or extend the time for payment of interest (and Liquidated Damages, if any) on any Security; (3) reduce the principal amount of any Security, or reduce the Change of Control Purchase Price, Price or the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, III in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities (except to increase any percentage of Securities required to consent to a waiver or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby) or the rights of Holders to recover the principal or premium of, interest (and Liquidated Damages, if any) on, or redemption payment with respect to, any Security, including without limitation ; (7) make any changes in Section 6.086.8, 6.12 or this third sentence of this Section 9.02;9.2; or (7) 8) make the principal of, or the interest (and Liquidated Damages, if any) on, any Security payable with anything or in any manner at anywhere other than as provided for in this Indenture (including changing the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable) and the Securities as in effect on the date hereof; or (8) 9) make the Securities or Guarantees further subordinated in right of payment to any extent or under any circumstances to any other indebtedness. With the consent of Holders of two-thirds of the outstanding aggregate principal amount of the Securities, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer Period. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiverindenture. After an amendment, supplement or waiver under this Section 9.02 9.2 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9IX, the Company Issuer may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's ’s consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.086.8, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, by written act of said Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions provi- sions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.086.8, the Holder or Holders of not less than a majority, majority in aggregate principal amount of then outstanding Securities may waive compliance by the Company with any provision of this Indenture or the Securities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or extend the time for payment of interest on any Security; (3) reduce the principal or premium amount of any Security, or reduce the Change of Control Purchase Price, the Asset Sale Offer Price or the Redemption Price, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (4) change the Stated Maturity of any SecurityMaturity; (5) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 or paragraph 5 of III (including the Securities or the defined terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, therein) in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the principal or premium of, interest on, or redemption payment with respect to, any Security, including without limitation any changes in Section 6.086.8, 6.12 or this third sentence of this Section 9.029.2, except to increase any required percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby; (7) make the principal of, or the interest or premium on, any Security payable with anything or in any manner other than as provided for in this Indenture (including changing the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable) and the Securities as in effect on the date hereof; or (8) make the Securities further subordinated in right of payment to any extent or under any circumstances to any other indebtedness. With Indebtedness (it being understood that amendments to Section 4.10 hereof which may have the consent effect of Holders of two-thirds of increasing the outstanding aggregate principal amount of the Securities, Senior Debt that the Company and may Incur shall not, for purposes of this clause (8), be deemed to make the Trustee may change the Change Securities further subordinated in right of Control Purchase Date and the Asset Sale Offer Periodpayment to any extent or under any circumstances to any other Indebtedness). It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article 9, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.086.8 and the last sentence of this paragraph, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Securities, by written act of said Holders delivered to the Company Issuer and the Trustee, the CompanyIssuer and any Guarantor, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. Subject to Section 6.086.8 and the last sentence of this paragraph, the Holder or Holders of not less than a majority, in principal amount of then outstanding Securities may waive compliance by the Company Issuer or any Guarantor with any provision of this Indenture or the Securities. Notwithstanding any the foregoing provisions of this Section 9.2, without the consent of at least 66-2/3% of the aboveaggregate principal amount of outstanding Securities, howeverno such amendment, supplemental indenture or waiver shall change any provision of Section 10.1 or Section 4.13, and except as otherwise specifically provided herein, and without the consent of each Holder affected thereby, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Security affected thereby: (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; (2) reduce the rate or extend the time for payment of interest (and Liquidated Damages, if any) on any Security; (3) reduce the principal amount of any Security, or reduce the Change of Control Purchase Price, Price or the Asset Sale Offer Price or the Redemption Price; (4) change the Stated Maturity of any Security; (5) alter the security provisions of Section 4.20 or the redemption provisions of Article 3 or paragraph 5 of the Securities or the terms or provisions of Section 4.15 or the terms or provisions of Article 11, in any case, III in a manner adverse to any Holder; (6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Securities (except to increase any percentage of Securities required to consent to a waiver or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby) or the rights of Holders to recover the principal or premium of, interest (and Liquidated Damages, if any) on, or redemption payment with respect to, any Security, including without limitation ; (7) make any changes in Section 6.086.8, 6.12 or this third sentence of this Section 9.02;9.2; or (7) 8) make the principal of, or the interest (and Liquidated Damages, if any) on, any Security payable with anything or in any manner at anywhere other than as provided for in this Indenture (including changing the place of payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable) and the Securities as in effect on the date hereof; or (8) 9) make the Securities or Guarantees subordinated in right of payment to any extent or under any circumstances to any other indebtedness. With the consent of Holders of two-thirds of the outstanding aggregate principal amount of the Securities, the Company and the Trustee may change the Change of Control Purchase Date and the Asset Sale Offer Period. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. After an amendment, supplement or waiver under this Section 9.02 or Section 9.4 becomes effective, it shall bind each Holderindenture. In connection with any amendment, supplement or waiver under this Article 9IX, the Company Issuer may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.