Common use of Amendments to the Indenture Clause in Contracts

Amendments to the Indenture. Section 11.05(a) of the Indenture is hereby amended and restated by deleting the first sentence thereof, so that Section 11.05 (a) hereafter reads as follows: “The Note Guarantee of a Subsidiary Guarantor will automatically and unconditionally be released without the need for any action by any party: (1) in connection with any sale or other disposition of Capital Stock of a Subsidiary Guarantor (including by way of consolidation or merger or otherwise) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Issuer, such that, immediately after giving effect to such transaction, such Guarantor would no longer constitute a Subsidiary of the Issuer, if the sale of such Capital Stock of that Subsidiary Guarantor complies with Section 4.07 and Section 4.10; (2) in connection with the merger or consolidation of a Subsidiary Guarantor with the Issuer or any other Subsidiary Guarantor; (3) in the event of the release of the guarantee under the ABL Credit Facility of a Subsidiary Guarantor that is not (A) a Wholly Owned Restricted Subsidiary (other than a Excluded Subsidiary) or (B) a Restricted Subsidiary that guarantees or is an obligor with respect to Indebtedness of the Issuer or any Subsidiary Guarantor; (4) if the Issuer properly designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture; (5) upon the Legal Defeasance or Covenant Defeasance or satisfaction and discharge of this Indenture; (6) solely in the case of a Note Guarantee created pursuant to Section 4.17(a)(2) or Section 4.17(b), upon the release or discharge of the Guarantee which resulted in the creation of such Note Guarantee pursuant to Section 4.17(b), except a discharge or release by or as a result of payment under such Guarantee; or (7) upon a liquidation or dissolution of a Subsidiary Guarantor permitted under this Indenture.”

Amendments to the Indenture. Subject to the execution and delivery hereof by the parties hereto, the Indenture is hereby amended as follows: (a) Subsection (d) of the definition of “Permitted Indebtedness” in Section 11.05(a) 101 of the Indenture is hereby amended and restated by deleting the first sentence thereof, so that Section 11.05to read as follows: (ai) hereafter reads Indebtedness of the Company or any Restricted Subsidiary incurred under the Amended Credit Agreement in an aggregate principal amount at any one time outstanding not to exceed the greater of (x) $90,000,000 and (y) the sum of $45,000,000 and the Borrowing Base at the time such Indebtedness was incurred, or any refinancing, refunding, deferral, renewal or extension thereof not in excess of such amount; and (ii) Indebtedness of the Company or any Restricted Subsidiary incurred prior to December 31, 2006 in an aggregate principal amount up to $25,000,000, or any refinancing, refunding, deferral, renewal or extension thereof not in excess of such amount. (b) Section 1001 is hereby amended to add the following sentence: In addition, the Company agrees that on September 15, 2006 the Company shall make a cash payment (the “Consent Fee”) of $5.00 per $1,000 principal amount of Securities as to which a Holder (as defined in the Company’s Consent Solicitation Statement dated March 30, 2006 (the “Consent Statement”)) as of the close of business on March 29, 2006 has delivered a duly executed consent (the “Consent”) to the terms of the First Supplemental Indenture attached as Exhibit A to the Consent Statement prior to the Expiration Date (as defined in the Consent Statement) that was not revoked prior to the date of such First Supplemental Indenture (such Holders being hereinafter referred to as the “Consenting Holders”), which Consent Fee shall be paid in accordance with the terms of the Consent. (c) Section 501(1) shall be amended to read in its entirety as follows: “The Note Guarantee There shall be a default in the payment of interest on any Security or the Consent Fee when the same becomes due and payable and the Default continues for a Subsidiary Guarantor will automatically and unconditionally be released without the need for any action by any party:period of thirty (30) days. (1d) in connection with any sale or other disposition of Capital Stock of a Subsidiary Guarantor (including by way of consolidation or merger or otherwise) A new Section 1021 is hereby added to a Person that is not (either before or after giving effect the Indenture, to such transaction) a Subsidiary of the Issuer, such that, immediately after giving effect to such transaction, such Guarantor would no longer constitute a Subsidiary of the Issuer, if the sale of such Capital Stock of that Subsidiary Guarantor complies with Section 4.07 and Section 4.10; (2) in connection with the merger or consolidation of a Subsidiary Guarantor with the Issuer or any other Subsidiary Guarantor; (3) in the event of the release of the guarantee under the ABL Credit Facility of a Subsidiary Guarantor that is not (A) a Wholly Owned Restricted Subsidiary (other than a Excluded Subsidiary) or (B) a Restricted Subsidiary that guarantees or is an obligor with respect to Indebtedness of the Issuer or any Subsidiary Guarantor; (4) if the Issuer properly designates any Restricted Subsidiary that is a Subsidiary Guarantor read as an Unrestricted Subsidiary under this Indenture; (5) upon the Legal Defeasance or Covenant Defeasance or satisfaction and discharge of this Indenture; (6) solely in the case of a Note Guarantee created pursuant to Section 4.17(a)(2) or Section 4.17(b), upon the release or discharge of the Guarantee which resulted in the creation of such Note Guarantee pursuant to Section 4.17(b), except a discharge or release by or as a result of payment under such Guarantee; or (7) upon a liquidation or dissolution of a Subsidiary Guarantor permitted under this Indenture.”follows:

Amendments to the Indenture. (a) Section 11.05(a4.07(a) of the Indenture is hereby amended and restated by deleting the first sentence thereofin its entirety as follows, so that Section 11.05with additions shown as bolded, underlined text and deletions shown in strikethrough: (a) hereafter reads as follows: “The Note Guarantee Company will not, and will not permit any of a Subsidiary Guarantor will automatically and unconditionally be released without the need for any action by any partyits Restricted Subsidiaries to, directly or indirectly: (1) declare or pay any dividend or make any distribution on its Equity Interests (other than dividends or distributions paid in connection with the Company’s Qualified Equity Interests) held by Persons other than the Company or any sale or other disposition of Capital Stock of a Subsidiary Guarantor (including by way of consolidation or merger or otherwise) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Issuer, such that, immediately after giving effect to such transaction, such Guarantor would no longer constitute a Subsidiary of the Issuer, if the sale of such Capital Stock of that Subsidiary Guarantor complies with Section 4.07 and Section 4.10its Restricted Subsidiaries; (2) in connection with purchase, redeem or otherwise acquire or retire for value any Equity Interests of the merger or consolidation of a Subsidiary Guarantor with Company held by Persons other than the Issuer Company or any other Subsidiary Guarantorof its Restricted Subsidiaries; (3) in the event of the release of the guarantee under the ABL Credit Facility of a Subsidiary Guarantor repay, redeem, repurchase, defease or otherwise acquire or retire for value, or make any payment on or with respect to, any Debt that is not (A) a Wholly Owned Restricted Subsidiary unsecured, Junior Lien Debt or Subordinated Debt (other than a Excluded Subsidiary) or (Bx) a Restricted Subsidiary payment of interest or principal at Stated Maturity thereof or the redemption, repurchase or other acquisition or retirement for value of any Debt that guarantees is unsecured, Junior Lien Debt or is an obligor with respect to Indebtedness Subordinated Debt in anticipation of satisfying a scheduled maturity, sinking fund or amortization or other installment obligation, in each case due within one year of the Issuer date of such redemption, repurchase, acquisition or any Subsidiary Guarantor;retirement; or (4) make any Restricted Investment (all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as “Restricted Payments”); unless, at the time of, and after giving effect to, the proposed Restricted Payment: (i) no Default or Event of Default has occurred and is continuing as a consequence of such Restricted Payment; (ii) the Company could Incur at least $1.00 of additional Debt under the Fixed Charge Coverage Ratio Test set forth in Section 4.09(a) hereof; (iii) the aggregate amount expended for all Restricted Payments made on or after the Issue Date (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), or (12) or (13) of paragraph (b) of this Section 4.07), would not exceed the sum of: (A) 50% of the aggregate amount of the Consolidated Net Income (or, if the Issuer properly designates Consolidated Net Income is a loss, minus 100% of the amount of the loss) accrued on a cumulative basis during the period, taken as one accounting period, beginning on the first fiscal quarter commencing after the Issue Date and ending on the last day of the Company’s most recently completed fiscal quarter for which internal financial statements are available at the time of such Restricted Payment; plus (B) 100% of the aggregate net proceeds, including cash proceeds and the Fair Market Value of property other than cash, received by the Company (other than from a Subsidiary) after the Escrow Release Date, (i) from the issuance and sale of its Qualified Equity Interests, including by way of issuance of its Disqualified Equity Interests or Debt to the extent since converted into Qualified Equity Interests of the Company, or (ii) as a contribution to its common equity; plus (C) to the extent that any Unrestricted Subsidiary of the Company designated as such after the Escrow Release Date is redesignated as a Restricted Subsidiary after the Escrow Release Date, the Fair Market Value of the Company’s Restricted Investment in such Subsidiary as of the date of such redesignation; plus (D) to the extent that any Restricted Investment that was made after the Escrow Release Date is (a) sold for cash or otherwise cancelled, liquidated or repaid for cash, the cash return of capital with respect to such Restricted Investment (not included in Consolidated Net Income), less cost of disposition or (b) made in an entity that subsequently becomes a Restricted Subsidiary of the Company that is a Guarantor, the Fair Market Value of such Restricted Investment as of the date of such designation; plus (E) 50% of any dividends received in cash by the Company or a Restricted Subsidiary of the Company that is a Guarantor as after the Escrow Release Date from an Unrestricted Subsidiary under this Indenture;of the Company, to the extent that such dividends were not otherwise included in the Consolidated Net Income of the Company for such period. The amount of any Restricted Payment, if other than in cash, will be the Fair Market Value, on the date of the Restricted Payment, of the assets or securities proposed to be transferred or issued to or by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment, except that the Fair Market Value of any non-cash dividend or distribution paid within 60 days after the date of its declaration shall be determined as of such date. (5b) upon the Legal Defeasance or Covenant Defeasance or satisfaction and discharge of this Indenture; (6Section 4.07(b) solely in the case of a Note Guarantee created pursuant to Section 4.17(a)(2) or Section 4.17(b), upon the release or discharge of the Guarantee which resulted Indenture is hereby amended and restated in the creation of such Note Guarantee pursuant to Section 4.17(b)its entirety as follows, except a discharge or release by or with additions shown as a result of payment under such Guarantee; or (7) upon a liquidation or dissolution of a Subsidiary Guarantor permitted under this Indenture.”bolded, underlined text and deletions shown in strikethrough:

Amendments to the Indenture. (a) The first sentence of the first paragraph of Section 11.05(a2.10(d) of the First Supplemental Indenture is hereby amended shall be deleted in its entirety and restated by deleting replaced with the first sentence thereoffollowing: “On and after May 15, so that Section 11.052018, the Company may redeem the Notes, in whole or in part, upon not less than 2 business days’ nor more than 60 calendar days’ notice, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, to the Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed beginning on May 15 of the years indicated below:” (ab) hereafter reads as followsThe second paragraph of Section 2.10(d) of the First Supplemental Indenture shall be deleted in its entirety and replaced with the following: “The Note Guarantee of a Subsidiary Guarantor will automatically and unconditionally be released without Notwithstanding the need for any action by any party: (1) foregoing, in connection with any sale or other disposition tender offer for all of Capital Stock the outstanding Notes at a price of a Subsidiary Guarantor at least 100% of the principal amount of the Notes tendered, plus accrued and unpaid interest thereon to, but excluding, the applicable tender settlement date (including by way any Change of consolidation or merger or otherwise) to a Person that is Control Offer), if Holders of not (either before or after giving effect to such transaction) a Subsidiary less than 90% in aggregate principal amount of the Issueroutstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, such that, immediately after giving effect to such transaction, such Guarantor would no longer constitute a Subsidiary of the Issuer, if the sale of such Capital Stock of that Subsidiary Guarantor complies with Section 4.07 and Section 4.10; (2) in connection with the merger or consolidation of a Subsidiary Guarantor with the Issuer or any other Subsidiary Guarantor; (3) in the event of the release of the guarantee under the ABL Credit Facility of a Subsidiary Guarantor that is not (A) a Wholly Owned Restricted Subsidiary (other than a Excluded Subsidiary) or (B) a Restricted Subsidiary that guarantees or is an obligor with respect to Indebtedness of the Issuer or any Subsidiary Guarantor; (4) if the Issuer properly designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture; (5) upon the Legal Defeasance or Covenant Defeasance or satisfaction and discharge of this Indenture; (6) solely in the case of a Note Guarantee created pursuant to Section 4.17(a)(2Change of Control Offer) any third party making such a tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or Section 4.17(b)such third party will have the right, upon not less than 1 business day nor more than 60 calendar days’ prior notice, given not more than 30 calendar days following such purchase date, to redeem all Notes that remain Outstanding following such purchase at a price equal to the release or discharge of price offered to each other Holder in such tender offer plus, to the Guarantee which resulted extent not included in the creation of such Note Guarantee pursuant to Section 4.17(b)tender offer payment, except a discharge or release by or as a result of payment under such Guarantee; or (7) upon a liquidation or dissolution of a Subsidiary Guarantor permitted under this Indentureaccrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date.”

Amendments to the Indenture. (a) The first sentence of the first paragraph of Section 11.05(a2.10(d) of the Third Supplemental Indenture is hereby amended shall be deleted in its entirety and restated by deleting replaced with the first sentence thereoffollowing: “On and after May 15, so that Section 11.052018, the Company may redeem the Notes, in whole or in part, upon not less than 2 business days’ nor more than 60 calendar days’ notice, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, to the Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed beginning on May 15 of the years indicated below:” (ab) hereafter reads as followsThe second paragraph of Section 2.10(d) of the Third Supplemental Indenture shall be deleted in its entirety and replaced with the following: “The Note Guarantee of a Subsidiary Guarantor will automatically and unconditionally be released without Notwithstanding the need for any action by any party: (1) foregoing, in connection with any sale or other disposition tender offer for all of Capital Stock the outstanding Notes at a price of a Subsidiary Guarantor at least 100% of the principal amount of the Notes tendered, plus accrued and unpaid interest thereon to, but excluding, the applicable tender settlement date (including by way any Change of consolidation or merger or otherwise) to a Person that is Control Offer), if Holders of not (either before or after giving effect to such transaction) a Subsidiary less than 90% in aggregate principal amount of the Issueroutstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, such that, immediately after giving effect to such transaction, such Guarantor would no longer constitute a Subsidiary of the Issuer, if the sale of such Capital Stock of that Subsidiary Guarantor complies with Section 4.07 and Section 4.10; (2) in connection with the merger or consolidation of a Subsidiary Guarantor with the Issuer or any other Subsidiary Guarantor; (3) in the event of the release of the guarantee under the ABL Credit Facility of a Subsidiary Guarantor that is not (A) a Wholly Owned Restricted Subsidiary (other than a Excluded Subsidiary) or (B) a Restricted Subsidiary that guarantees or is an obligor with respect to Indebtedness of the Issuer or any Subsidiary Guarantor; (4) if the Issuer properly designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture; (5) upon the Legal Defeasance or Covenant Defeasance or satisfaction and discharge of this Indenture; (6) solely in the case of a Note Guarantee created pursuant to Section 4.17(a)(2Change of Control Offer) any third party making such a tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or Section 4.17(b)such third party will have the right, upon not less than 1 business day nor more than 60 calendar days’ prior notice, given not more than 30 calendar days following such purchase date, to redeem all Notes that remain Outstanding following such purchase at a price equal to the release or discharge of price offered to each other Holder in such tender offer plus, to the Guarantee which resulted extent not included in the creation of such Note Guarantee pursuant to Section 4.17(b)tender offer payment, except a discharge or release by or as a result of payment under such Guarantee; or (7) upon a liquidation or dissolution of a Subsidiary Guarantor permitted under this Indentureaccrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date.”

Amendments to the Indenture. (a) The definition of “Redemption Price” in Section 11.05(a1.1 of the Indenture shall be amended by adding the words “or Mandatory Redemption Date, as applicable” following the words “Redemption Date” in the third line of that definition. (b) Section 3.3 of the Indenture shall be deleted in its entirety and replaced by the following: “Every Debenture issued hereunder, whether issued originally or in exchange for a previously issued Debenture, shall bear interest from and including the later of (a) its Original Issue Date (or from such other date as may be expressed in such Debenture) and (b) the first day of the month of the last Interest Payment Date to which full interest shall have been paid or made available for payment on the outstanding Debentures. Whenever in this Indenture there is mention, in any context, of the payment of interest, such mention shall be deemed to include the payment of interest on amounts in default.” (c) Subsection 3.4(b) of the Indenture shall be deleted in its entirety and replaced by the following: “Interest for each period in respect of which interest is hereby amended payable under this Indenture shall be payable from and restated by deleting including the first sentence thereof, so that Section 11.05 (a) hereafter reads as follows: “The Note Guarantee of a Subsidiary Guarantor will automatically and unconditionally be released without the need for any action by any party: (1) in connection with any sale or other disposition of Capital Stock of a Subsidiary Guarantor (including by way of consolidation or merger or otherwise) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary day of the Issuer, such that, immediately after giving effect to such transaction, such Guarantor would no longer constitute a Subsidiary month of the Issuer, if prior Interest Payment Date to but excluding the sale of such Capital Stock of that Subsidiary Guarantor complies with Section 4.07 and Section 4.10; (2) in connection with the merger or consolidation of a Subsidiary Guarantor with the Issuer or any other Subsidiary Guarantor; (3) in the event first day of the release month of the guarantee under the ABL Credit Facility of a Subsidiary Guarantor that is not (A) a Wholly Owned Restricted Subsidiary (other than a Excluded Subsidiary) following Interest Payment Date, or (B) a Restricted Subsidiary that guarantees or is an obligor with respect to Indebtedness of the Issuer or any Subsidiary Guarantor; (4) if the Issuer properly designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture; (5) upon the Legal Defeasance or Covenant Defeasance or satisfaction and discharge of this Indenture; (6) solely in the case of a Note Guarantee created pursuant Redemption Date or Mandatory Redemption Date, as applicable, to but excluding such date, provided that if the next following Interest Payment Date is the Final Instalment Date interest will be payable to and including the Final Instalment Date.” (d) Section 4.17(a)(2) or Section 4.17(b), upon the release or discharge 3.8 of the Guarantee which resulted Indenture shall be amended by deleting the words “Payment Agent” in the creation sixth line of that section and replacing such words with the words “Paying Agent”. (e) Subsection 4.5(c) of the Indenture shall be amended by deleting the words “Redemption Notice” in the second line of that subsection and replacing such words with the words “Mandatory Redemption Event Notice”. (f) Subsection 4.7(c) of the Indenture shall be amended by deleting the word “including” in the fourth line of that subsection and replacing such word with the word “excluding”. (g) Subsection 6.2(a) of the Indenture shall be amended by adding the word “unpaid” following the words “together with accrued and” in the first line of such Note Guarantee pursuant to Section 4.17(b), except a discharge or release by or as a result of payment under such Guarantee; or (7) upon a liquidation or dissolution of a Subsidiary Guarantor permitted under this Indenturesubsection.”

Amendments to the Indenture. (a) The (i) issuance or incurrence date, as applicable, of the First Refinancing Notes and (ii) the redemption date of the Redeemed Notes shall be on the First Refinancing Date. The First Refinancing Notes shall be issued or incurred in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The First Refinancing Notes shall be divided into the Classes, having the designations, initial principal amounts and other characteristics set forth in Section 11.05(a2.3 of the Indenture (as in effect immediately after this Supplemental Indenture). (b) As of the date hereof, the Indenture is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and restated by deleting to add the first sentence thereof, so that Section 11.05bold and double-underlined text (indicated textually in the same manner as the following example: bold and double-underlined text) as set forth on the Indenture attached as Appendix A hereto. (ac) hereafter reads The Exhibits to the Indenture are amended and restated, as follows: “The Note Guarantee of a Subsidiary Guarantor will automatically and unconditionally be released without the need for any action by any party: (1) in connection with any sale or other disposition of Capital Stock of a Subsidiary Guarantor (including by way of consolidation or merger or otherwise) reasonably acceptable to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Issuer, the Collateral Manager and the Trustee in order to make such that, immediately after giving effect to such transaction, such Guarantor would no longer constitute a Subsidiary forms consistent with the terms of the First Refinancing Notes and the Indenture, as amended pursuant to clause (b) above (and the Issuer shall provide, or cause to be provided, to the Trustee a copy of such amended Exhibits). (d) Notwithstanding anything in the Indenture, the Issuer hereby directs the Trustee (i) to deposit in the Collection Account and transfer to the Payment Account the proceeds of the First Refinancing Notes and any other available funds available for distribution on the First Refinancing Date in an amount necessary to pay the Redemption Prices of the Redeemed Notes and any related expenses and other amounts referred to in Section 9.2(d) of the Indenture (as identified by, or on behalf of, the Issuer), in each case, in accordance with Article IX of the Indenture, and (ii) to apply the remaining proceeds of the First Refinancing Notes, received on the First Refinancing Date, if any, and amounts in the sale Collection Account as set forth in the below described final flow of such Capital Stock funds. Notwithstanding the foregoing, the Trustee shall apply any amounts on deposit in any of that Subsidiary Guarantor complies with Section 4.07 and Section 4.10;the Accounts as indicated in the final flow of funds to be provided by the Collateral Manager to the Trustee on or prior to the First Refinancing Date. (2e) The First Refinancing Notes shall be issued substantially in connection with the merger or consolidation of a Subsidiary Guarantor with forms attached to the Indenture and shall be executed by the Issuer or any other Subsidiary Guarantor; (3) in and delivered to the event Trustee for authentication and thereupon the same shall be authenticated and delivered to the Issuer by the Trustee upon Issuer Order and upon receipt by the Trustee of the release of the guarantee under the ABL Credit Facility of a Subsidiary Guarantor that is not (A) a Wholly Owned Restricted Subsidiary (other than a Excluded Subsidiary) or (B) a Restricted Subsidiary that guarantees or is an obligor with respect to Indebtedness of the Issuer or any Subsidiary Guarantor; (4) if the Issuer properly designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture; (5) upon the Legal Defeasance or Covenant Defeasance or satisfaction and discharge of this Indenture; (6) solely in the case of a Note Guarantee created pursuant to Section 4.17(a)(2) or Section 4.17(b), upon the release or discharge of the Guarantee which resulted in the creation of such Note Guarantee pursuant to Section 4.17(b), except a discharge or release by or as a result of payment under such Guarantee; or (7) upon a liquidation or dissolution of a Subsidiary Guarantor permitted under this Indenture.”following:

Amendments to the Indenture. Section 11.05(a(a) The (i) issuance date of the First Refinancing Notes and (ii) the redemption date of the Redeemed Notes, in each case, shall be on the First Refinancing Date. The First Refinancing Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. (b) As of the date hereof, the Indenture is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and restated by deleting to add the first sentence thereof, so that Section 11.05bold and double-underlined text (indicated textually in the same manner as the following example: bold and double-underlined text) as set forth on the Indenture attached as Appendix A hereto. (ac) hereafter reads The Exhibits to the Indenture are amended and restated, as follows: “The Note Guarantee of a Subsidiary Guarantor will automatically and unconditionally be released without the need for any action by any party: (1) in connection with any sale or other disposition of Capital Stock of a Subsidiary Guarantor (including by way of consolidation or merger or otherwise) reasonably acceptable to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Issuer, the Collateral Manager and the Trustee in order to make such that, immediately after giving effect to such transaction, such Guarantor would no longer constitute a Subsidiary forms consistent with the terms of the First Refinancing Notes and the Indenture, as amended pursuant to clause (b) above (and the Issuer shall provide, or cause to be provided, to the Trustee a copy of such amended Exhibits). (d) Notwithstanding anything in the Indenture, the Issuer hereby directs the Trustee (i) to deposit in the Collection Account and transfer to the Payment Account the proceeds of the First Refinancing Notes and any other available funds available for distribution on the First Refinancing Date in an amount necessary to pay the Redemption Prices of the Redeemed Notes and any related expenses and other amounts referred to in Section 9.2(d) of the Indenture (as identified by, or on behalf of, the Issuer), in each case, in accordance with Article IX of the Indenture, and (ii) to apply the remaining proceeds of the First Refinancing Notes, received on the First Refinancing Date, if any, and amounts in the sale Collection Account as set forth in the below described final flow of such Capital Stock funds. Notwithstanding the foregoing, the Trustee shall apply any amounts on deposit in any of that Subsidiary Guarantor complies with Section 4.07 and Section 4.10;the Accounts as indicated in the final flow of funds to be provided by the Collateral Manager to the Trustee on or prior to the First Refinancing Date. (2e) Notwithstanding anything to the contrary in connection with the merger or consolidation of a Subsidiary Guarantor with Indenture, the Issuer Collateral Manager, in its sole discretion, may direct the Trustee to deposit in the Collection Account all or any other Subsidiary Guarantor; (3) in portion of any Principal Proceeds that would otherwise be paid on the event First Refinancing Date to the Fiscal Agent for payment to the holders of the release of the guarantee under the ABL Credit Facility of a Subsidiary Guarantor that is not (A) a Wholly Owned Restricted Subsidiary (other than a Excluded Subsidiary) or (B) a Restricted Subsidiary that guarantees or is an obligor with respect to Indebtedness of the Issuer or any Subsidiary Guarantor; (4) if the Issuer properly designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture; (5) upon the Legal Defeasance or Covenant Defeasance or satisfaction and discharge of this Indenture; (6) solely in the case of a Note Guarantee created Preferred Shares pursuant to Section 4.17(a)(211.1(a)(ii) or Section 4.17(b), upon the release or discharge of the Guarantee which resulted Indenture. (f) The First Refinancing Notes shall be issued substantially in the creation forms attached to the Indenture and shall be executed by the Issuer and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered to the Issuer by the Trustee upon Issuer Order and upon receipt by the Trustee of such Note Guarantee pursuant to Section 4.17(b), except a discharge or release by or as a result of payment under such Guarantee; or (7) upon a liquidation or dissolution of a Subsidiary Guarantor permitted under this Indenture.”the following:

Amendments to the Indenture. Section 11.05(a(a) The (i) issuance or incurrence date, as applicable, of the First Refinancing Debt and (ii) the redemption date of (x) the Redeemed Debt and (y) 85,306 Preferred Shares, in each case, shall be on the First Refinancing Date. The First Refinancing Debt shall be issued or incurred in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. (b) As of the date hereof, the Indenture is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and restated by deleting to add the first sentence thereof, so that Section 11.05bold and double-underlined text (indicated textually in the same manner as the following example: bold and double-underlined text) as set forth on the Indenture attached as Appendix A hereto. (ac) hereafter reads The Exhibits to the Indenture are amended and restated, as follows: “The Note Guarantee of a Subsidiary Guarantor will automatically and unconditionally be released without the need for any action by any party: (1) in connection with any sale or other disposition of Capital Stock of a Subsidiary Guarantor (including by way of consolidation or merger or otherwise) reasonably acceptable to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Issuer, the Collateral Manager and the Collateral Trustee in order to make such that, immediately after giving effect to such transaction, such Guarantor would no longer constitute a Subsidiary forms consistent with the terms of the First Refinancing Debt and the Indenture, as amended pursuant to clause (b) above (and the Issuer shall provide, or cause to be provided, to the Collateral Trustee a copy of such amended Exhibits). (d) Notwithstanding anything in the Indenture, the Issuer hereby directs the Collateral Trustee (i) to deposit in the Collection Account and transfer to the Payment Account the proceeds of the First Refinancing Debt and any other available funds available for distribution on the First Refinancing Date in an amount necessary to pay the Redemption Prices of the Redeemed Debt and 85,306 Preferred Shares redeemed in the Preferred Shares Partial Redemption and, in each case, any related expenses and other amounts referred to in Section 9.2(e) of the Indenture (as identified by, or on behalf of, the Issuer), in each case, in accordance with Article IX of the Indenture, and (ii) to apply the remaining proceeds of the First Refinancing Debt, received on the First Refinancing Date, if any, and amounts in the sale Collection Account as set forth in the below described final flow of such Capital Stock funds. Notwithstanding the foregoing, the Collateral Trustee shall apply any amounts on deposit in any of that Subsidiary Guarantor complies with Section 4.07 and Section 4.10;the Accounts as indicated in the final flow of funds to be provided by the Collateral Manager to the Collateral Trustee on or prior to the First Refinancing Date. (2e) The First Refinancing Notes shall be issued substantially in connection with the merger or consolidation of a Subsidiary Guarantor with forms attached to the Indenture and shall be executed by the Issuer or any other Subsidiary Guarantor; (3) in and delivered to the event Collateral Trustee for authentication and thereupon the same shall be authenticated and delivered to the Issuer by the Collateral Trustee upon Issuer Order and upon receipt by the Collateral Trustee of the release of the guarantee under the ABL Credit Facility of a Subsidiary Guarantor that is not (A) a Wholly Owned Restricted Subsidiary (other than a Excluded Subsidiary) or (B) a Restricted Subsidiary that guarantees or is an obligor with respect to Indebtedness of the Issuer or any Subsidiary Guarantor; (4) if the Issuer properly designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture; (5) upon the Legal Defeasance or Covenant Defeasance or satisfaction and discharge of this Indenture; (6) solely in the case of a Note Guarantee created pursuant to Section 4.17(a)(2) or Section 4.17(b), upon the release or discharge of the Guarantee which resulted in the creation of such Note Guarantee pursuant to Section 4.17(b), except a discharge or release by or as a result of payment under such Guarantee; or (7) upon a liquidation or dissolution of a Subsidiary Guarantor permitted under this Indenture.”following: