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 6.8 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 Notes, 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, the Notes or any of the Security Documents 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 Notes or of modifying in any manner the rights of the Holders under this Indenture or the Notes, provided, however, that no such amendment or modification may, without the consent of the Holders of not less than 66 2/3 in aggregate principal amount of the Notes at the time outstanding, (i) amend or modify the provisions (including the definitions of the defined terms used therein) of Sections 4.14 or of Articles XI, XII or XIII in a manner adverse to the Holders, or (ii) amend or supplement any of the Security Documents in a manner adverse to the Holders. Subject to Section 6.8 and the last sentence of this paragraph, the Holder or Holders of not less than a majority in aggregate principal amount of then outstanding Notes may waive compliance by the Company with any provision of this Indenture or the Notes. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Note affected thereby: (a) change the Stated Maturity or the payment date of any installment of principal of, or the payment date of any installment of interest on, any Note; (b) reduce the principal amount of any Note or the rate of interest thereon or any premium payable upon the redemption thereof; (c) make the principal of, or the interest on, any 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 Note or any premium or the interest thereon is payable) and the Notes as in effect on the date hereof; (d) reduce the percentage of principal amount of Notes whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Notes; (e) reduce the rate or extend the time for payment of interest on any Note; (i) alter the redemption provisions (including the definitions of the defined terms used therein) of Article III or of Paragraph 5 of the Notes, or (ii) after the date upon which a Change of Control Offer (as defined in Section 11.1(b)) is required to be made, reduce the Change in Control Purchase Price (as defined in Section 11.1(a)) or otherwise alter the terms or provisions of Article XI; in any case, in a manner adverse to any Holder; (g) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the 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 Note; or (h) make any changes in Section 6.4, 6.7 or this third sentence of this Section 9.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.8 and the last sentence of this paragraph6.8, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding Notes, 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, Indenture or the Notes or any of the Security Documents 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 Notes or of modifying in any manner the rights of the Holders under this Indenture or the Notes, provided, however, that no such amendment or modification may, without the consent of the Holders of not less than 66 2/3 in aggregate principal amount of the Notes at the time outstanding, (i) amend or modify the provisions (including the definitions of the defined terms used therein) of Sections 4.14 or of Articles XI, XII or XIII in a manner adverse to the Holders, or (ii) amend or supplement any of the Security Documents in a manner adverse to the Holders. Subject to Section 6.8 and the last sentence of this paragraph, the Holder or Holders of not less than a majority in aggregate principal amount of then outstanding Notes may waive compliance by the Company with any provision of this Indenture or the Notes. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Note affected thereby: (a) change reduce the Stated Maturity percentage of Notes whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the payment date of any installment of principal of, or the payment date of any installment of interest on, any NoteNotes; (b) reduce the rate or extend the time for payment of interest on any Note; (c) reduce the principal amount of any Note note, reduce the Change of Control Purchase Price, the Offer Price, or the rate of interest thereon or any premium payable upon the redemption thereofRedemption Price; (cd) change the Stated Maturity or the Change of Control Payment Date, or the Purchase Date of any Note; (e) alter the redemption provisions of Article III or paragraph 5 of the Notes or the terms or provisions of Section 4.16 or the terms or provisions of Article XI, in any case, in a manner adverse to any holder; (f) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the 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 Note; (g) make any changes in Section 6.4, 6.7 or this third sentence of this Section 9.2; or (h) make the principal of, or the interest on, any 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 Note or any premium or the interest thereon is payable) and the Notes as in effect on the date hereof; (d) reduce . It shall not be necessary for the percentage consent of principal amount the Holders under this Section to approve the particular form of Notes whose Holders must any proposed amendment, supplement or waiver, but it shall be sufficient if such consent to approves the substance thereof. After an amendment, supplement or waiver under this Section 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 provision of such supplemental indenture. After an amendment, supplement or waiver under this Indenture Section 9.2 or 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article IX, the Notes; (e) reduce the rate Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or extend the time for payment of interest on any Note; (i) alter the redemption provisions (including the definitions of the defined terms used therein) of Article III or of Paragraph 5 of the Noteswaiver, or (ii) after the date upon which a Change of Control Offer (as defined in Section 11.1(b)) is required to be madeall Holders, reduce the Change in Control Purchase Price (as defined in Section 11.1(a)) consideration for such Holder's consent to such amendment, supplement or otherwise alter the terms or provisions of Article XI; in any case, in a manner adverse to any Holder; (g) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the 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 Note; or (h) make any changes in Section 6.4, 6.7 or this third sentence of this Section 9waiver.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.8 7.8 and the last sentence of this paragraph, with the consent of the Holders of not less than a majority in aggregate principal amount Notational Amount of then outstanding NotesSecurities, 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 CompanyCompany and any Guarantor, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture, the Notes or any of the Security Documents 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 Notes Securities or of modifying in any manner the rights of the Holders under any of the Collateral Documents, this Indenture or the Notes, provided, however, that no such amendment or modification may, without the consent of the Holders of not less than 66 2/3 in aggregate principal amount of the Notes at the time outstanding, (i) amend or modify the provisions (including the definitions of the defined terms used therein) of Sections 4.14 or of Articles XI, XII or XIII in a manner adverse to the Holders, or (ii) amend or supplement any of the Security Documents in a manner adverse to the HoldersSecurities. Subject to Section 6.8 7.8 and the last sentence of this paragraph, the Holder or Holders of not less than a majority in aggregate principal amount Notational Amount of then outstanding Notes Securities may waive compliance by the Company or any Guarantor with any provision of any of the Collateral Documents, this Indenture or the NotesSecurities. 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 Note Security affected thereby: (a1) change the Stated Maturity or the payment date of any installment of principal of, or the payment date of any installment of interest on, any NoteSecurity; (b2) reduce the principal amount Notational Amount of any Note or the rate of interest thereon or any premium payable upon the redemption thereofSecurity; (c3) reduce or extend the time for payment of Contingent Payments on any Security; (4) make the principal of, or the interest on, Contingent Payments on any Note 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 Note or any premium or the interest thereon is payable) and the Notes Securities as in effect on the date hereofIssue Date; (d5) reduce 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 Notes Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Notes; Securities (e) reduce the rate or extend the time for payment of interest on except to increase any Note; (i) alter the redemption provisions (including the definitions of the defined terms used therein) of Article III or of Paragraph 5 of the Notes, or (ii) after the date upon which a Change of Control Offer (as defined in Section 11.1(b)) is required to be made, reduce the Change in Control Purchase Price (as defined in Section 11.1(a)percentage) or otherwise alter the terms or provisions of Article XI; in any case, in a manner adverse to any Holder; (g) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the 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 Contingent Payments on, or redemption payment with respect to, any NoteSecurity; or (h8) make the Securities subordinated in right of payment to any extent or under any circumstances (except as permitted by this Indenture) make to any changes in Section 6.4, 6.7 or this third sentence other indebtedness. It shall not be necessary for the consent of the Holders under this Section 9to 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 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 10.2 or 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 X, 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 6.8 and the last sentence of this paragraph7.8, with the consent of the Holders of not less than a majority in aggregate principal amount of then outstanding NotesSecurities, 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 CompanyCompany and any Guarantor, when authorized by Board Resolutions, and the Trustee may amend or supplement the Mortgage, this Indenture, Indenture or the Notes or any of the Security Documents 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, this Indenture or the Notes Securities or of modifying in any manner the rights of the the.. Holders under the Mortgage, this Indenture or the NotesSecurities. Subject to Section 7.8, providedthe Holder or Holders of a majority, howeverin principal amount of then outstanding Securities may waive compliance by the Company or any Guarantor with any provision of the mortgage, that this Indenture or the Securities. Notwithstanding the foregoing provisions of this Section 10.2, no such amendment amendment, supplemental indenture or modification maywaiver shall, without the consent of the Holders of not less than 66 2/3 in 66-2/3% of the aggregate principal amount of the Notes at the time outstandingoutstanding Securities, (i) amend or modify the provisions (including the definitions of the defined terms used therein) of Sections 4.14 or of Articles XI, XII or XIII in a manner adverse to the Holders, or (ii) amend or supplement any of the Security Documents in a manner adverse to the Holders. Subject to Section 6.8 and the last sentence of this paragraph, the Holder or Holders of not less than a majority in aggregate principal amount of then outstanding Notes may waive compliance by the Company with change any provision of this Indenture Article XII, Article XIII, Article IV, Section 5.19 or (except for the Notes. Notwithstanding Stated Maturity which is governed by clause (4) below) extend any Maturity Date of the aboveany Security, however, and no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Note Security affected thereby: (a1) change the Stated Maturity or the payment date of any installment of principal of, or the payment date of any installment of interest on, any Note; (b) reduce the principal amount of any Note or the rate of interest thereon or any premium payable upon the redemption thereof; (c) make the principal of, or the interest on, any 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 Note or any premium or the interest thereon is payable) and the Notes as in effect on the date hereof; (d) reduce the percentage of principal amount of Notes Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the NotesSecurities; (e2) reduce the rate or extend the time for payment of interest on any NoteSecurity; (i3) reduce the principal amount of any Security; (4) change the Stated Maturity of any Security; (5) alter the redemption provisions (including the definitions of the defined terms used therein) of Article III or of Paragraph 5 of the Notes, or (ii) after the date upon which a Change of Control Offer (as defined in Section 11.1(b)) is required to be made, reduce the Change in Control Purchase Price (as defined in Section 11.1(a)) or otherwise alter the terms or provisions of Article XI; in any case, in a manner adverse to any Holder; (g6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the 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) Securities or the rights of Holders to recover the principal or premium of, interest on, or redemption payment with respect to, any Note; orSecurity; (h7) make any changes in Section 6.47.4, 6.7 7.7 or this third sentence of this Section 10.2; (8) 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 and the Securities as in effect on the date hereof; (9) make the Securities subordinated in right of payment to any extent or under any circumstances to any other indebtedness; or (10) to comply with any order of a Gaming Authority. It shall not be necessary for the consent of the Holders under this Section 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 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. After an amendment, supplement or waiver under this Section 10.2 or 10.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article X, 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 6.8 and the last sentence of this paragraph, with the consent of the Holders of not less than a majority 662/3% in aggregate principal amount of then outstanding Notes, 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, the Notes or any of the Security Documents or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating eliminating, or waiving compliance with, any of the provisions of this Indenture or the Notes or of modifying in any manner the rights of the Holders under this Indenture or the Notes, provided, however, that no such amendment amendment, waiver or modification may, without the consent of the Holders of not less than 66 2/3 75% in aggregate principal amount of the Notes at the time outstanding, (i) amend amend, waive or modify the provisions (including the definitions of the defined terms used therein) of Sections 4.3, 4.11, 4.13, 4.14 or 4.16, or of Articles XIXI or XII, XII or XIII in a manner adverse to the Holders, or (ii) amend or supplement any of the Security Documents in a manner adverse to the Holders. Subject to Section 6.8 and the last sentence of this paragraph, the Holder or Holders of not less than a majority in aggregate principal amount of then outstanding Notes may waive compliance by the Company with any provision of this Indenture or the Notes. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Note affected thereby: (a) change the Stated Maturity or the payment date of any installment of principal of, or the payment date of any installment of interest on, any Note; (b) reduce the principal amount of any Note or the rate of interest thereon or any premium payable upon the redemption thereof; (c) make the principal of, or the interest on, any 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 Note or any premium or the interest thereon is payable) and the Notes as in effect on the date hereof; (d) reduce the percentage of principal amount of Notes whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Notes; (e) reduce the rate or extend the time for payment of interest on any Note; (i) alter the redemption provisions (including the definitions of the defined terms used therein) of Article III or of Paragraph 5 of the Notes, or (ii) after the date upon which a Change of Control Offer (as defined in Section 11.1(b13.1(b)) is required to be made, reduce the Change in of Control Purchase Price (as defined in Section 11.1(a13.1(a)) or otherwise alter the terms or provisions of Article XIXIII; in any case, in a manner adverse to any Holder; (g) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the 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 Note; (h) make any changes that would subordinate the Notes in right of payment to the payment of any other Debt of the Company or any of its Subsidiaries (except as expressly provided in Section 11.2 or Section 11.5); or (hi) make any changes in Section 6.4, 6.7 or this third sentence of this Section 9.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.8 7.8 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 NotesSecurities, 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 CompanyCompany and any Guarantor, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture, the Notes or any of the Security Documents Collateral 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 Collateral Documents, the Intercreditor Agreement, this Indenture or the Notes Securities or of modifying in any manner the rights of the Holders under any of the Collateral Documents, the Intercreditor Agreement, this Indenture or the Notes, provided, however, that no such amendment or modification may, without the consent of the Holders of not less than 66 2/3 in aggregate principal amount of the Notes at the time outstanding, (i) amend or modify the provisions (including the definitions of the defined terms used therein) of Sections 4.14 or of Articles XI, XII or XIII in a manner adverse to the Holders, or (ii) amend or supplement any of the Security Documents in a manner adverse to the HoldersSecurities. Subject to Section 6.8 7.8 and the last sentence of this paragraph, the Holder or Holders of not less than a majority in aggregate principal amount of then outstanding Notes Securities may waive compliance by the Company or any Guarantor with any provision of any of the Collateral Documents, the Intercreditor Agreement, this Indenture or the NotesSecurities. 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 Note Security affected thereby: (a1) change the Stated Maturity or the payment date of any installment of principal of, or the payment date Change of any installment of interest Control Offer Period or the Asset Sale Offer Period on, any NoteSecurity; (b2) reduce the principal amount of any Note or the rate of interest thereon or any premium payable upon the redemption thereofSecurity; (c3) reduce the rate or extend the time for payment of interest (including Contingent Payments) on any Security; (4) make the principal of, or the interest (including Contingent Payments) on, any Note 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 Note or any premium or the interest thereon is payable) and the Notes Securities as in effect on the date hereofIssue Date; (d5) 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) reduce any Purchase Price; (7) alter the redemption provisions of Article III or the Securities in a manner adverse to any Holder; (8) 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 Notes Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Notes; Securities (e) reduce the rate or extend the time for payment of interest on except to increase any Note; (i) alter the redemption provisions (including the definitions of the defined terms used therein) of Article III or of Paragraph 5 of the Notes, or (ii) after the date upon which a Change of Control Offer (as defined in Section 11.1(b)) is required to be made, reduce the Change in Control Purchase Price (as defined in Section 11.1(a)percentage) or otherwise alter the terms or provisions of Article XI; in any case, in a manner adverse to any Holder; (g) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the 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 (including Contingent Payments) on, or redemption payment with respect to, any NoteSecurity; or (h9) make the Securities subordinated in right of payment to any changes in Section 6.4, 6.7 extent or under any circumstances (except as permitted by this third sentence Indenture) to any other indebtedness. It shall not be necessary for the consent of the Holders under this Section 9to 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 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 10.2 or 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 X, 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 Except as expressly stated otherwise in this Section 9.2, and subject to Section Sections 6.8 and 6.12, the last sentence of Company, the Guarantors and the Trustee may amend, supplement or otherwise modify this paragraphIndenture, the Notes and the Guarantees, with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.8 and 6.12, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest or Liquidated Damages (if any) on the Notes, by written act except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision 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, the Notes or any of and the Security Documents 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 Notes or of modifying in any manner the rights of the Holders under this Indenture or the Notes, provided, however, that no such amendment or modification may, without Guarantees may be waived with the consent of the Holders of not less than 66 2/3 a majority in aggregate principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Subject to Sections 6.8 and 6.12, and except as stated otherwise in this Section 9.2, the Holders of a majority in aggregate principal amount of the Notes at the time outstanding, (i) amend or modify the provisions (including the definitions of the defined terms used therein) of Sections 4.14 or of Articles XI, XII or XIII in a manner adverse to the Holders, or (ii) amend or supplement any of the Security Documents in a manner adverse to the Holders. Subject to Section 6.8 and the last sentence of this paragraph, the Holder or Holders of not less than a majority in aggregate principal amount of then outstanding Notes may waive compliance in a particular instance by the Company, any Guarantor or any Subsidiary of the Company with any provision of this Indenture or the Notes. Notwithstanding any It being understood that, except as expressly stated otherwise in the following paragraph, Sections 4.13 and 4.14 may be amended, waived or modified in accordance with the first two paragraphs of the above, however, no such amendment, supplemental indenture or waiver shall, without this Section 9.2. Without the consent of the each Holder of each outstanding Note affected thereby:affected, an amendment, supplement, modification or waiver may not (with respect to any Notes held by a non-consenting Holder): (a) change the Stated Maturity or the payment date of any installment of principal of, or the payment date of any installment of interest on, any Note; (b1) reduce the principal amount of any Note or the rate of interest thereon or any premium payable upon the redemption thereof; (c) make the principal of, or the interest on, any 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 Note or any premium or the interest thereon is payable) and the Notes as in effect on the date hereof; (d) reduce the percentage of principal amount of Notes whose Holders must consent to an amendment, supplement supplement, modification or waiver of any provision of this Indenture or the Noteswaiver; (e2) change the Stated Maturity on any Note; (3) reduce the principal of, or any premium (including redemption premium but not including any redemption premium relating to Sections 4.13 and 4.14) on, any Note; (4) reduce the rate of or extend change the time for payment of interest (or Liquidated Damages, if any), including Defaulted Interest, on any Note; (i5) waive a Default or Event of Default in the payment of principal of, or premium, if any, interest or Liquidated Damages, if any, on any Note (except a rescission of acceleration of the Notes by the Holders of a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (6) alter any provisions with respect to the redemption provisions (including the definitions of the defined terms used thereinNotes or waive any redemption payment with respect to any Note (other than provisions relating to or payments required by Sections 4.13 and 4.14); (7) of Article III or of Paragraph 5 of reduce the Notes, or (ii) after the date upon which a Change of Control Offer (as defined in Section 11.1(b)) is required to be made, reduce the Change in Control Purchase Price or the Asset Sale Offer Price after the corresponding Asset Sale or Change of Control has occurred; (as defined 8) change the coin or currency in Section 11.1(awhich the principal of, or premium, if any, interest or Liquidated Damages, if any, on any Note is payable; (9) impair the right to institute suit for the enforcement of payment of the principal of, or premium, if any, interest or Liquidated Damages, if any, on any Note on or after the Stated Maturity (or on or after the Redemption Date); (10) or otherwise alter make any change in the terms or provisions of Article XI; in this Indenture relating to waivers of past Defaults with respect to, or the rights of Holders to receive, scheduled payments of principal of or premium, if any, interest or Liquidated Damages, if any, on the Notes; (11) modify or change any case, provision of this Indenture affecting the ranking of the Notes or any Guarantee in a manner adverse to any Holderthe Holders; (g12) release any Guarantor from any of its obligations under its Guarantee or this Indenture other than in compliance with this Indenture; or (13) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the Notes (except to increase any required percentage or to provide that certain other provisions hereof canforegoing amendment, supplement and waiver provisions. It shall not be modified or waived without necessary for the consent of the Holders under this Section 9.2 to approve the particular form of each outstanding Note 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 becomes effective, the Company shall mail to the Holders affected thereby) thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the rights of Holders Company to recover the principal or premium of, interest onmail such notice, or redemption payment 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 9.2 or under Section 9.4 becomes effective, it shall bind each Holder. In connection with respect any amendment, supplement or waiver under this Article IX, the Company may, but shall not be obligated to, offer to any Note; or (h) make any changes in Section 6.4Holder who consents to such amendment, 6.7 supplement or this third sentence of this Section 9waiver, 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 6.8 7.8 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 NotesSecurities, 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 CompanyCompany and any Guarantor, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture, the Notes or any of the Security Documents 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 Notes Securities or of modifying in any manner the rights of the Holders under any of the Collateral Documents, this Indenture or the Notes, provided, however, that no such amendment or modification may, without the consent of the Holders of not less than 66 2/3 in aggregate principal amount of the Notes at the time outstanding, (i) amend or modify the provisions (including the definitions of the defined terms used therein) of Sections 4.14 or of Articles XI, XII or XIII in a manner adverse to the Holders, or (ii) amend or supplement any of the Security Documents in a manner adverse to the HoldersSecurities. Subject to Section 6.8 7.8 and the last sentence of this paragraph, the Holder or Holders of not less than a majority in aggregate principal amount of then outstanding Notes Securities may waive compliance by the Company or any Guarantor with any provision of any of the Collateral Documents, this Indenture or the NotesSecurities. 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 Note Security affected thereby: (a1) change the Stated Maturity or the payment date of any installment of principal of, or the payment date Change of any installment of interest Control Offer Period or the Asset Sale Offer Period on, any NoteSecurity; (b2) reduce the principal amount of any Note or the rate of interest thereon or any premium payable upon the redemption thereofSecurity; (c3) reduce the rate or extend the time for payment of interest (including Contingent Payments) on any Security; (4) make the principal of, or the interest on, any Note 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 Note or any premium or the interest thereon is payable) and the Notes Securities as in effect on the date hereofIssue Date; (d5) 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) reduce any Purchase Price; (7) alter the redemption provisions of Article III or the Securities in a manner adverse to any Holder; (8) 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 Notes Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Notes; Securities (e) reduce the rate or extend the time for payment of interest on except to increase any Note; (i) alter the redemption provisions (including the definitions of the defined terms used therein) of Article III or of Paragraph 5 of the Notes, or (ii) after the date upon which a Change of Control Offer (as defined in Section 11.1(b)) is required to be made, reduce the Change in Control Purchase Price (as defined in Section 11.1(a)percentage) or otherwise alter the terms or provisions of Article XI; in any case, in a manner adverse to any Holder; (g) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the 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 (including Contingent Payments) on, or redemption payment with respect to, any NoteSecurity; or (h9) make the Securities subordinated in right of payment to any changes in Section 6.4, 6.7 extent or under any circumstances (except as permitted by this third sentence Indenture) to any other indebtedness. It shall not be necessary for the consent of the Holders under this Section 9to 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 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 10.2 or 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 X, 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 6.8 7.8 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 NotesSecurities, 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 CompanyCompany and each Guarantor, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture, the Notes Mortgage or any of the Security Documents 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 Indenture, the Mortgage or the Notes Securities or of modifying in any manner the rights of the Holders under this Indenture Indenture, the Mortgage or the Notes, provided, however, that no such amendment or modification may, without the consent of the Holders of not less than 66 2/3 in aggregate principal amount of the Notes at the time outstanding, (i) amend or modify the provisions (including the definitions of the defined terms used therein) of Sections 4.14 or of Articles XI, XII or XIII in a manner adverse to the Holders, or (ii) amend or supplement any of the Security Documents in a manner adverse to the HoldersSecurities. Subject to Section 6.8 7.8 and the last sentence of this paragraph, the Holder or Holders of not less than a majority in aggregate principal amount of then outstanding Notes Securities may waive compliance by the Company or any Guarantor with any provision of this Indenture Indenture, the Mortgage or the NotesSecurities. Notwithstanding any the foregoing provisions of this Section 10.2, no such amendment, supplemental indenture or waiver shall, without the consent of Holders of at least 66 2/3% of the aboveaggregate principal amount of outstanding Securities change any provision of Article IV or Article XIII, howeveror (except for the Stated Maturity, which is governed by clause (4) (below) extend any Maturity Date of any Securities, and no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Note Security affected thereby: (a1) change the Stated Maturity or the payment date of any installment of principal of, or the payment date of any installment of interest on, any Note; (b) reduce the principal amount of any Note or the rate of interest thereon or any premium payable upon the redemption thereof; (c) make the principal of, or the interest on, any 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 Note or any premium or the interest thereon is payable) and the Notes as in effect on the date hereof; (d) reduce the percentage of principal amount of Notes Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the NotesSecurities; (e2) reduce the rate or extend the time for payment of interest on any NoteSecurity; (i3) reduce the principal amount of any Security; (4) change the Stated Maturity of any Security; (5) alter the redemption provisions (including the definitions of the defined terms used therein) of Article III or of Paragraph 5 of the Notes, or (ii) after the date upon which a Change of Control Offer (as defined in Section 11.1(b)) is required to be made, reduce the Change in Control Purchase Price (as defined in Section 11.1(a)) or otherwise alter the terms or provisions of Article XI; in any case, in a manner adverse to any Holder; (g6) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the 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) Securities or the rights of Holders to recover the principal or premium of, interest on, or redemption payment with respect to, any Note; orSecurity; (h7) make any changes in Section 6.47.4, 6.7 7.7 or this third sentence of this Section 10.2; (8) 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 and the Securities as in effect on the date hereof; or (9) make the Securities subordinated in right of payment 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 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 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. After an amendment, supplement or waiver under this Section 10.2 or 10.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article X, 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 6.8 7.8 and the last sentence of this paragraph, with the consent of the Holders of not less than a majority in aggregate principal amount Notational Amount of then outstanding NotesSecurities, 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 CompanyCompany and any Guarantor, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture, the Notes or any of the Security Documents Collateral 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 Collateral Documents, the Intercreditor Agreement, this Indenture or the Notes Securities or of modifying in any manner the rights of the Holders under any of the Collateral Documents, the Intercreditor Agreement, this Indenture or the Notes, provided, however, that no such amendment or modification may, without the consent of the Holders of not less than 66 2/3 in aggregate principal amount of the Notes at the time outstanding, (i) amend or modify the provisions (including the definitions of the defined terms used therein) of Sections 4.14 or of Articles XI, XII or XIII in a manner adverse to the Holders, or (ii) amend or supplement any of the Security Documents in a manner adverse to the HoldersSecurities. Subject to Section 6.8 7.8 and the last sentence of this paragraph, the Holder or Holders of not less than a majority in aggregate principal amount Notational Amount of then outstanding Notes Securities may waive compliance by the Company or any Guarantor with any provision of any of the Collateral Documents, the Intercreditor Agreement this Indenture or the NotesSecurities. 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 Note Security affected thereby: (a1) change the Stated Maturity or the payment date of any installment of principal of, or the payment date of any installment of interest on, any NoteSecurity; (b2) reduce the principal amount Notational Amount of any Note or the rate of interest thereon or any premium payable upon the redemption thereofSecurity; (c3) reduce or extend the time for payment of Contingent Payments on any Security; (4) make the principal of, or the interest on, Contingent Payments on any Note 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 Note or any premium or the interest thereon is payable) and the Notes Securities as in effect on the date hereofIssue Date; (d5) reduce 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 Notes Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Notes; Securities (e) reduce the rate or extend the time for payment of interest on except to increase any Note; (i) alter the redemption provisions (including the definitions of the defined terms used therein) of Article III or of Paragraph 5 of the Notes, or (ii) after the date upon which a Change of Control Offer (as defined in Section 11.1(b)) is required to be made, reduce the Change in Control Purchase Price (as defined in Section 11.1(a)percentage) or otherwise alter the terms or provisions of Article XI; in any case, in a manner adverse to any Holder; (g) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the 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 Contingent Payments on, or redemption payment with respect to, any NoteSecurity; or (h8) make the Securities subordinated in right of payment to any extent or under any circumstances (except as permitted by this Indenture) make to any changes in Section 6.4, 6.7 or this third sentence other indebtedness. It shall not be necessary for the consent of the Holders under this Section 9to 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 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 10.2 or 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 X, 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 6.8 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 Notes, 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, the Notes or any of the Security Documents or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating eliminating, or waiving compliance with, any of the provisions of this Indenture or the Notes or of modifying in any manner the rights of the Holders under this Indenture or the Notes, provided, however, that no such amendment amendment, waiver or modification may, without the consent of the Holders of not less than 66 2/3 2/3% in aggregate principal amount of the Notes at the time outstanding, (i) amend amend, waive or modify the provisions (including the definitions of the defined terms used therein) of Sections 4.3, 4.11, 4.13, 4.14 or 4.16, or of Articles XI, XII or XIII XIII, in a manner adverse to the Holders, or (ii) amend or supplement any of the Security Documents in a manner adverse to the Holders. Subject to Section 6.8 and the last sentence of this paragraph, the Holder or Holders of not less than a majority in aggregate principal amount of then outstanding Notes may waive compliance by the Company with any provision of this Indenture or the Notes. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, without the consent of the Holder of each outstanding Note affected thereby: (a) change the Stated Maturity or the payment date of any installment of principal of, or the payment date of any installment of interest on, any Note; (b) reduce the principal amount of any Note or the rate of interest thereon or any premium payable upon the redemption thereof; (c) make the principal of, or the interest on, any 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 Note or any premium or the interest thereon is payable) and the Notes as in effect on the date hereof; (d) reduce the percentage of principal amount of Notes whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Notes; (e) reduce the rate or extend the time for payment of interest on any Note; (i) alter the redemption provisions (including the definitions of the defined terms used therein) of Article III or of Paragraph 5 of the Notes, or (ii) after the date upon which a Change of Control Offer (as defined in Section 11.1(b)) is required to be made, reduce the Change in Control Purchase Price (as defined in Section 11.1(a)) or otherwise alter the terms or provisions of Article XI; in any case, in a manner adverse to any Holder; (g) make any changes in the provisions concerning waivers of Defaults or Events of Default by Holders of the 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 Note; or (h) make any changes in Section 6.4, 6.7 or this third sentence of this Section 9.