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, with the consent of the Holders of at least the majority in aggregate principal amount of then outstanding Notes (including consents obtained in connection with a purchase of or tender offer or exchange offer for, 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 Notes or enter into an indenture or supplemental indentures 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. Subject to Section 6.8, the Holder or Holders of not less than a majority in principal amount of then outstanding Notes may waive compliance by the Company or any Guarantor with any provision of this Indenture or the Notes. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, (a) without the consent of the Holders of at least 75% in aggregate principal amount of the Notes at the time outstanding (including consents obtained in connection with a tender offer or exchange offer for Notes), make any change in the provision contained in Sections 4.13, 11.1 and Article XII that adversely affects the rights of any Holder of Notes (other than a reduction of the Change of Control Payment or the Excess Proceeds Payment as provided in clause (3) below or a change in the time of any such payment not required by applicable law), and (b) without the consent of the Holder of each outstanding Note affected thereby: (1) 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; (2) reduce the rate or change the time for payment of interest on any Note; (3) reduce the principal amount of any Note, or reduce the Change of Control Payment, the Excess Proceeds Payment or the Redemption Price or change the time (other than changes required by applicable law) of any required redemption or repurchase with respect to the Notes; (4) change the Stated Maturity of any Note; (5) waive a Default or Event of Default in the payment of principal of, or premium, if any, or interest or Liquidated Damages, if any, on the Notes (except that Holders of more than 50% in aggregate principal amount of the Notes may rescind acceleration of the Notes and waive the payment default that resulted from such acceleration); (6) make any changes to the provisions of this third sentence of this Section 9.2; (7) 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; or (8) release any Note Guarantee other than pursuant to Section 4.17. It shall not be necessary for the consent of the Holders under this Section 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 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.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.86.8 hereof, with the consent of the Holders of at least the a majority in aggregate principal amount of the Notes then outstanding Notes (including consents obtained in connection with a purchase of or tender offer or exchange offer for, for such Notes), by written act of said Holders delivered to the Company and the Trustee, the Company and the Guarantors, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Notes or enter into an indenture or indentures supplemental indentures 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. Subject to Section 6.8, the Holder or Holders of not less than a majority in aggregate principal amount of then outstanding Notes may waive compliance by the Company or any Guarantor with any provision of this Indenture or the Notes. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, (a) without the consent of the Holders of at least 75% in aggregate principal amount of the Notes at the time outstanding (including consents obtained in connection with a tender offer or exchange offer for Notes), make any change in the provision contained in Sections 4.13, 11.1 and Article XII that adversely affects the rights of any Holder of Notes (other than a reduction of the Change of Control Payment or the Excess Proceeds Payment as provided in clause (3) below or a change in the time of any such payment not required by applicable law), and (b) without the consent of the Holder of each outstanding Note affected thereby: (1) 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; (2) reduce the rate or change the time for payment of interest Stated Maturity on any Note; (3) reduce the principal amount of any Note, or reduce the Change of Control Payment, the Excess Proceeds Payment principal amount thereof or the Redemption Price rate (or extend the time for payment) of interest thereon or any premium payable upon the redemption thereof at the Company's option, or change the time (other than changes required by applicable law) of any required redemption or repurchase with respect to the Notes; (4) change the Stated Maturity of any Note; (5) waive a Default or Event of Default in the payment of principal of, or premium, if any, or interest or Liquidated Damages, if any, on the Notes (except that Holders of more than 50% in aggregate principal amount of the Notes may rescind acceleration of the Notes and waive the payment default that resulted from such acceleration); (6) make any changes to the provisions of this third sentence of this Section 9.2; (7) 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, or impair the right to institute suit for the enforcement of any such principal, interest or premium payment thereon on or after the Maturity Date (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 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 deferred terms used therein) of Article X in effect on a manner adverse to the date hereofHolders; or (8) release 2) reduce the percentage in principal amount of the outstanding Notes, 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 Note Guarantee other than pursuant to Section 4.17affected thereby. It shall not be necessary for the consent of the Holders under this Section 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 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 9.2 or under Section 9.4 hereof becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article IX, 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, with the consent of the Holders of at least the not less than a majority in aggregate principal amount of then outstanding Notes (Securities, including consents obtained in connection with a purchase of or tender offer or exchange offer forAdditional Securities, Notes)if any, by written act of said Holders delivered to the Company Issuers and the Trustee, the Company Issuers, 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 Notes Securities or enter into an indenture or indentures supplemental indentures 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 Securities or of modifying in any manner the rights of the Holders under this Indenture or the NotesSecurities. Subject to Section 6.8, the Holder or Holders of not less than a majority majority, in principal amount of then outstanding Notes Securities, including Additional Securities, if any, may waive compliance by the Company or any Guarantor Issuers with any provision of this Indenture or the NotesSecurities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, (a) without the consent of the Holders of at least 75% in aggregate principal amount of the Notes at the time outstanding (including consents obtained in connection with a tender offer or exchange offer for Notes), make any change in the provision contained in Sections 4.13, 11.1 and Article XII that adversely affects the rights of any Holder of Notes (other than a reduction of the Change of Control Payment or the Excess Proceeds Payment as provided in clause (3) below or a change in the time of any such payment not required by applicable law), and (b) without the consent of the Holder of each outstanding Note Security affected thereby: (1A) reduce change the percentage Stated Maturity of, or the Change of principal amount of Notes whose Holders must consent Control Purchase Date or the Asset Sale Offer Period on, or change to an amendmentearlier date any Redemption Date of, supplement or waiver of any provision of this Indenture or the Notes; (2) reduce the rate or change the time for payment of interest on any Note; (3) reduce the principal amount of any Note, or reduce the Change of Control Payment, the Excess Proceeds Payment principal amount thereof or the Redemption Price rate (or change extend the time (other than changes required by applicable lawfor payment) of any required redemption interest or repurchase with respect to the Notes; (4) change the Stated Maturity of any Note; (5) waive a Default or Event of Default in the payment of principal of, or premiumAdditional Interest, if any, thereon or interest or Liquidated Damages, if any, on any premium payable upon the Notes (except that Holders of more than 50% in aggregate principal amount of the Notes may rescind acceleration of the Notes and waive the payment default that resulted from such acceleration); (6) make any changes to the provisions of this third sentence of this Section 9.2; (7) make the principal ofredemption thereof, or the interest on, any Note 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 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 reduce the Change of Control Purchase Price or the Asset Sale Offer 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; (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 Centennial, the Company or any Guarantor of any of its rights and the Notes as in effect on the date hereofobligations under this Indenture; or (8) release E) amend or modify any Note of the provisions of this Indenture relating to the Guarantee other than pursuant in any manner adverse to Section 4.17the Holders of the Securities. It shall not be necessary for the consent of the Holders under this Section 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 9.2 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 9.2 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article IX, the 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 6.8, with the consent of the Holders of at least the majority in aggregate principal amount of then outstanding Notes (including consents obtained in connection with a purchase of or tender offer or exchange offer for, Notes)Majority Holders, by written act of said Holders (including an electronic mechanism utilized by DTC as a means of receiving consents or tenders of securities) delivered to the Company and the Trustee, the Company Company, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture Indenture, the Notes, any of the Security Documents, or the Notes Plans with respect to Phase I or Phase II or enter into an indenture or indenture supplemental indentures 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. Subject to Section 6.8, the Holder or Majority Holders of not less than a majority in principal amount of then outstanding Notes may waive compliance by the Company or any Guarantor with any provision of this Indenture or the Notes. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, (a) without the consent of the Holders of at least 75% in aggregate principal amount of the Notes at the time outstanding (including consents obtained in connection with a tender offer or exchange offer for Notes), make any change in the provision contained in Sections 4.13, 11.1 and Article XII that adversely affects the rights of any Holder of Notes (other than a reduction of the Change of Control Payment or the Excess Proceeds Payment as provided in clause (3) below or a change in the time of any such payment not required by applicable law), and (b) without the consent of the Holder of each outstanding Note affected thereby: (1a) reduce the percentage of outstanding principal amount of Notes whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Notes; (2b) reduce the rate or change extend the time for payment of interest on any Note; (3c) reduce the principal amount of any Note; (d) change the Stated Maturity or the payment date of any installment of principal of, or reduce the Change of Control Payment, the Excess Proceeds Payment or the Redemption Price or change the time (other than changes required by applicable law) payment date of any required installment of interest on, any Note; (e) alter the redemption provisions of Article III or repurchase with respect to of Paragraph 5 of the Notes; (4f) change make any changes in the Stated Maturity 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; (5) waive a Default or Event of Default in the payment of principal of, or premium, if any, or interest or Liquidated Damages, if any, on the Notes (except that Holders of more than 50% in aggregate principal amount of the Notes may rescind acceleration of the Notes and waive the payment default that resulted from such acceleration); (6g) make any changes to the provisions of in Section 6.4, 6.7 or this third sentence of this Section 9.2; (7h) 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; or (8) release any Note Guarantee other than pursuant i) after the date upon which a Change of Control Offer is required to be made, reduce the Change of Control Purchase Price or alter the provisions of Section 4.17. It shall not be necessary for the consent of the Holders under this Section 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 9.2 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 indenture. After an amendment, supplement or waiverwaiver under this Section 9.2 or 9.4 becomes effective, it shall bind each Holder.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.86.8 hereof, with the consent of the Holders of at least the not less than a majority in aggregate principal amount of the Notes then outstanding Notes (including consents obtained in connection with a purchase of or tender offer or exchange offer for, for such Notes), by written act of said Holders delivered to the Company and the Trustee, the Company and the Guarantors, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Notes or enter into an indenture or indentures supplemental indentures 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. Subject to Section 6.8, the Holder or Holders of not less than a majority in aggregate principal amount of Notes then outstanding Notes may waive compliance by the Company or any Guarantor with any provision of this Indenture or the Notes. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, (a) without the consent of the Holders of at least 75% in aggregate principal amount of the Notes at the time outstanding (including consents obtained in connection with a tender offer or exchange offer for Notes), make any change in the provision contained in Sections 4.13, 11.1 and Article XII that adversely affects the rights of any Holder of Notes (other than a reduction of the Change of Control Payment or the Excess Proceeds Payment as provided in clause (3) below or a change in the time of any such payment not required by applicable law), and (b) without the consent of the Holder of each outstanding Note affected thereby: (1) 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; (2) reduce the rate or change the time for payment of interest Stated Maturity on any Note; (3) reduce the principal amount of any Note, or reduce the Change of Control Payment, the Excess Proceeds Payment principal amount thereof or the Redemption Price rate (or extend the time for payment) of interest thereon or any premium payable upon the redemption thereof at the Company's option, or change the time (other than changes required by applicable law) of any required redemption or repurchase with respect to the Notes; (4) change the Stated Maturity of any Note; (5) waive a Default or Event of Default in the payment of principal of, or premium, if any, or interest or Liquidated Damages, if any, on the Notes (except that Holders of more than 50% in aggregate principal amount of the Notes may rescind acceleration of the Notes and waive the payment default that resulted from such acceleration); (6) make any changes to the provisions of this third sentence of this Section 9.2; (7) 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 city of payment where, or the coin or currency in which, any 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 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) release 2) reduce the 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 Guarantee other than pursuant to Section 4.17affected thereby. It shall not be necessary for the consent of the Holders under this Section 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 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.

Amendments, Supplemental Indentures and Waivers with Consent of Holders. Subject to Section 6.86.8 hereof, with the consent of the Holders of at least the a majority in aggregate principal amount of the Notes then outstanding Notes (including consents obtained in connection with a purchase of or tender offer or exchange offer for, for such Notes), by written act of said Holders delivered to the Company and the Trustee, the Company or any Subsidiary Guarantor, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Notes or enter into an indenture or indentures supplemental indentures 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 that no such modification may, without the consent of holders of at least 66 2/3% in aggregate principal amount of Notes at the time outstanding, modify the provisions (including the defined terms therein) of Article X or Article XI of this Indenture in a manner adverse to the holders. Subject to Section 6.8, the Holder or Holders of not less than a majority in aggregate principal amount of then outstanding Notes may waive compliance by the Company or any Subsidiary Guarantor with any provision of this Indenture or the Notes. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, (a) without the consent of the Holders of at least 75% in aggregate principal amount of the Notes at the time outstanding (including consents obtained in connection with a tender offer or exchange offer for Notes), make any change in the provision contained in Sections 4.13, 11.1 and Article XII that adversely affects the rights of any Holder of Notes (other than a reduction of the Change of Control Payment or the Excess Proceeds Payment as provided in clause (3) below or a change in the time of any such payment not required by applicable law), and (b) without the consent of the Holder of each outstanding Note affected thereby: (1) 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; (2) reduce the rate or change the time for payment of interest Maturity Date on any Note; (3) reduce the principal amount of any Note, or reduce the Change of Control Payment, the Excess Proceeds Payment principal amount thereof or the Redemption Price rate (or extend the time for payment) of interest thereon or any premium payable upon the redemption at the option of the Company thereof, or change the time (other than changes required by applicable law) of any required redemption or repurchase with respect to the Notes; (4) change the Stated Maturity of any Note; (5) waive a Default or Event of Default in the payment of principal of, or premium, if any, or interest or Liquidated Damages, if any, on the Notes (except that Holders of more than 50% in aggregate principal amount of the Notes may rescind acceleration of the Notes and waive the payment default that resulted from such acceleration); (6) make any changes to the provisions of this third sentence of this Section 9.2; (7) 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, or impair the right to institute suit for the enforcement of any such payment on or after the Maturity Date thereof (or in the case of redemption at the option of the Company, on or after the Redemption Date), or reduce the Change of Control Purchase Price or the Asset Sale Offer Price or alter the provisions (including the defined terms used herein) and of Article III of this Indenture or Paragraph 5 of the Notes as regarding the right of the Company to redeem the Notes at its option in effect on a manner adverse to the date hereofHolders; or (8) release 2) reduce the percentage in principal amount of the outstanding Notes, 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 Note affected thereby; or (4) cause the Notes or any Guarantee to become subordinate in right of payment to any other than pursuant to Section 4.17Indebtedness. It shall not be necessary for the consent of the Holders under this Section 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 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 9.2 or under Section 9.4 hereof becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article IX, 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, with the consent of the Holders of at least the not less than a majority in aggregate principal amount of then outstanding Notes (Securities, including consents obtained in connection with a purchase of or tender offer or exchange offer forAdditional Securities, Notes)if any, by written act of said Holders delivered to the Company Issuers and the Trustee, the Company Issuers, 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 Notes Securities or enter into an indenture or indentures supplemental indentures 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 Securities or of modifying in any manner the rights of the Holders under this Indenture or the NotesSecurities. Subject to Section 6.8, the Holder or Holders of not less than a majority majority, in principal amount of then outstanding Notes Securities, including Additional Securities, if any, may waive compliance by the Company or any Guarantor Issuers with any provision of this Indenture or the NotesSecurities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, (a) without the consent of the Holders of at least 75% in aggregate principal amount of the Notes at the time outstanding (including consents obtained in connection with a tender offer or exchange offer for Notes), make any change in the provision contained in Sections 4.13, 11.1 and Article XII that adversely affects the rights of any Holder of Notes (other than a reduction of the Change of Control Payment or the Excess Proceeds Payment as provided in clause (3) below or a change in the time of any such payment not required by applicable law), and (b) without the consent of the Holder of each outstanding Note Security affected thereby: (1A) reduce change the percentage Stated Maturity of, or the Change of principal amount of Notes whose Holders must consent Control Purchase Date or the Asset Sale Offer Period on, or change to an amendmentearlier date any Redemption Date of, supplement or waiver of any provision of this Indenture or the Notes; (2) reduce the rate or change the time for payment of interest on any Note; (3) reduce the principal amount of any Note, or reduce the Change of Control Payment, the Excess Proceeds Payment principal amount thereof or the Redemption Price rate (or change extend the time (other than changes required by applicable lawfor payment) of any required redemption interest or repurchase with respect to the Notes; (4) change the Stated Maturity of any Note; (5) waive a Default or Event of Default in the payment of principal of, or premiumAdditional Interest, if any, thereon or interest or Liquidated Damages, if any, on any premium payable upon the Notes (except that Holders of more than 50% in aggregate principal amount of the Notes may rescind acceleration of the Notes and waive the payment default that resulted from such acceleration); (6) make any changes to the provisions of this third sentence of this Section 9.2; (7) make the principal ofredemption thereof, or the interest on, any Note 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 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 reduce the Change of Control Purchase Price or the Asset Sale Offer 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; (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 Centennial, the Company or any Guarantor of any of its rights and the Notes as in effect on the date hereofobligations under this Indenture; or (8) release E) amend or modify any Note of the provisions of this Indenture relating to the Guarantee other than pursuant in any manner adverse to Section 4.17the holders of the Securities. It shall not be necessary for the consent of the Holders under this Section 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 9.2 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 9.2 or Section 9.4 becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article IX, the 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 6.86.8 hereof, with the consent of the Holders of at least the a majority in aggregate principal amount of the Securities then outstanding Notes (including consents obtained in connection with a purchase of or tender offer or exchange offer for, Notesfor such Securities), by written act of said Holders delivered to the Company and the Trustee, the Company or any Guarantor, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Notes Securities or enter into an indenture or indentures supplemental indentures 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 Securities or of modifying in any manner the rights of the Holders under this Indenture or the NotesSecurities. Subject to Section 6.8, 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 or the NotesSecurities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, (a) without the consent of the Holders of at least 75% in aggregate principal amount of the Notes at the time outstanding (including consents obtained in connection with a tender offer or exchange offer for Notes), make any change in the provision contained in Sections 4.13, 11.1 and Article XII that adversely affects the rights of any Holder of Notes (other than a reduction of the Change of Control Payment or the Excess Proceeds Payment as provided in clause (3) below or a change in the time of any such payment not required by applicable law), and (b) without the consent of the Holder of each outstanding Note Security affected thereby: (1) 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; (2) reduce the rate or change the time for payment of interest Maturity Date on any Note; (3) Security, or reduce the principal amount thereof or the rate (or extend the time for payment) of interest thereon or any Notepremium payable upon the redemption thereof, or reduce the Change of Control Payment, the Excess Proceeds Payment or the Redemption Price or change the time (other than changes required by applicable law) of any required redemption or repurchase with respect to the Notes; (4) change the Stated Maturity of any Note; (5) waive a Default or Event of Default in the payment of principal of, or premium, if any, or interest or Liquidated Damages, if any, on the Notes (except that Holders of more than 50% in aggregate principal amount of the Notes may rescind acceleration of the Notes and waive the payment default that resulted from such acceleration); (6) make any changes to the provisions of this third sentence of this Section 9.2; (7) 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 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 Maturity Date 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 (including the defined terms used herein) and regarding the Notes 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; (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) make the Securities subordinated in right of payment to any extent or under any circumstances to any other indebtedness, except to the extent no less favorable to the Holders than would be consistent with Article XII hereof as in effect on the date hereof; or (8) release any Note Guarantee other than pursuant to Section 4.17Issue Date. It shall not be necessary for the consent of the Holders under this Section 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 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 9.2 or under Section 9.4 hereof becomes effective, it shall bind each Holder. In connection with any amendment, supplement or waiver under this Article IX, 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, with the consent of the Holders of at least the a majority in aggregate principal amount of then the outstanding Notes (including consents obtained in connection with a purchase of or tender offer or exchange offer for, Notes)Securities, by written act Act of said Holders delivered to the Company and the Trustee, the Company and any Guarantor, in each case when authorized by a Board ResolutionsResolution, and the Trustee may amend this Indenture, the Securities or supplement this Indenture or the Notes any Guarantee or enter into an indenture or indentures supplemental indentures 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 Securities or the Notes any Guarantee or of modifying in any manner the rights of the Holders under this Indenture or the NotesSecurities or any Guarantee. Subject to Section 6.8, the Holder or Holders of not less than a majority in principal amount of then the outstanding Notes Securities may waive compliance by the Company or any Guarantor with any provision of this Indenture Indenture, the Securities or the Notesany Guarantee. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, (a) without the consent of the Holders of at least 75% in aggregate principal amount of the Notes at the time outstanding (including consents obtained in connection with a tender offer or exchange offer for Notes), make any change in the provision contained in Sections 4.13, 11.1 and Article XII that adversely affects the rights of any Holder of Notes (other than a reduction of the Change of Control Payment or the Excess Proceeds Payment as provided in clause (3) below or a change in the time of any such payment not required by applicable law), and (b) without the consent of the Holder of each outstanding Note Security affected thereby: (1) 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; (2) reduce the rate or change the time for payment of interest on any Note; (3) reduce the principal amount of any Note, or reduce the Change of Control Payment, the Excess Proceeds Payment or the Redemption Price or change the time (other than changes required by applicable law) of any required redemption or repurchase with respect to the Notes; (4) change the Stated Maturity of any Note; (5) waive a Default or Event of Default in the payment of principal of, or premium, if any, or interest or Liquidated Damages, if any, on the Notes (except that Holders of more than 50% in aggregate principal amount of the Notes may rescind acceleration of the Notes and waive the payment default that resulted from such acceleration); (6) make any changes to the provisions of this third sentence of this Section 9.2; (7) make the principal of, of or the any installment of 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 whereSecurity, or reduce the principal amount thereof or the rate of interest thereon or alter any redemption provisions thereof, or change the coin or currency in which, which any Note Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (2) amend, change or modify the obligation of the Company to make and consummate a Change of Control Offer in the Notes event of a Change of Control in accordance with Article Eleven or the obligation of the Company to make and consummate an Offer with respect to any Asset Sale or Asset Sales in accordance with Section 4.14, including amending, changing or modifying any of the definitions related thereto for purposes of such provisions, in any case in any manner adverse to any of the Holders; (3) reduce the percentage in principal amount of the outstanding Securities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain Defaults hereunder and their consequences provided for in this Indenture; (4) modify any of the provisions of this Section 9.2 relating to supplemental indentures requiring the consent of Holders or Sections 6.8 or 6.13, except to increase the percentage of outstanding Securities required for such actions or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Security affected thereby; (5) except as otherwise permitted under Article Five, consent to the assignment or transfer by the Company or any Guarantor of any of their rights and obligations under this Indenture; (6) amend or modify any of the provisions of this Indenture relating to the subordination of the Securities in effect on any manner adverse to the date hereofHolders of the Securities; or (8) release any Note Guarantee 7) waive a default in payment with respect to the Securities (other than pursuant to Section 4.17a default in payment that is due solely because of acceleration of the maturity of the Securities). It shall not be necessary for the consent of the Holders under this Section 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 9.2 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 indenture. After an amendment, supplement or waiver under this Section 9.2 or 9.4 becomes effective, it shall bind each Holder. Subject to Section 4.18, in connection with any amendment, supplement or waiver under this Article Nine, 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 6.86.8 hereof, with the consent of the Holders of at least the a majority in aggregate principal amount of the Securities then outstanding Notes (including consents obtained in connection with a purchase of or tender offer or exchange offer for, Notesfor such Securities), by written act of said Holders delivered to the Company and the Trustee, the Company or any Subsidiary Guarantor, when authorized by Board Resolutions, and the Trustee may amend or supplement this Indenture or the Notes Securities or enter into an indenture or indentures supplemental indentures 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 Securities or of modifying in any manner the rights of the Holders under this Indenture or the NotesSecurities; 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 or Article XI of this Indenture in a manner adverse to the holders. Subject to Section 6.8, 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 Subsidiary Guarantor with any provision of this Indenture or the NotesSecurities. Notwithstanding any of the above, however, no such amendment, supplemental indenture or waiver shall, (a) without the consent of the Holders of at least 75% in aggregate principal amount of the Notes at the time outstanding (including consents obtained in connection with a tender offer or exchange offer for Notes), make any change in the provision contained in Sections 4.13, 11.1 and Article XII that adversely affects the rights of any Holder of Notes (other than a reduction of the Change of Control Payment or the Excess Proceeds Payment as provided in clause (3) below or a change in the time of any such payment not required by applicable law), and (b) without the consent of the Holder of each outstanding Note Security affected thereby: (1) 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; (2) reduce the rate or change the time for payment of interest Maturity Date on any Note; (3) Security, or reduce the principal amount thereof or the rate (or extend the time for payment) of interest thereon or any Notepremium payable upon the redemption at the option of the Company thereof, or reduce the Change of Control Payment, the Excess Proceeds Payment or the Redemption Price or change the time (other than changes required by applicable law) of any required redemption or repurchase with respect to the Notes; (4) change the Stated Maturity of any Note; (5) waive a Default or Event of Default in the payment of principal of, or premium, if any, or interest or Liquidated Damages, if any, on the Notes (except that Holders of more than 50% in aggregate principal amount of the Notes may rescind acceleration of the Notes and waive the payment default that resulted from such acceleration); (6) make any changes to the provisions of this third sentence of this Section 9.2; (7) 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 Security or any premium or the interest thereon is payable) and , or impair the Notes as in effect on the date hereof; or (8) release any Note Guarantee other than pursuant right to Section 4.17. It shall not be necessary institute suit for the consent of the Holders under this Section 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 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 enforcement of any such supplemental indenture payment on or waiver.after the Maturity Date thereof (or in the case of redemption at the option of the Company, on or after the Redemption Date), or reduce the Change of Control Purchase Price or the Asset Sale Offer Price or alter the provisions (including the defined terms used herein)