Common use of Meetings of the Noteholders, Modification and Waiver Clause in Contracts

Meetings of the Noteholders, Modification and Waiver. (a) Modifications and amendments to the Fiscal Agency Agreement with respect to the Notes or to these Conditions, insofar as such modifications or amendments affect the rights, powers, duties or obligations of the holders of Notes, may be made, and future compliance with or past default by the Company under any of the provisions hereof or thereof may be waived, by the holders of the Notes, with the consent of the holders of at least a majority in aggregate principal amount of the Notes at the time outstanding, or of such lesser percentage as may act at a meeting of holders of Notes held in accordance with the provisions set forth herein, to be held at such time and at such place as the Company shall determine; provided that no such modification, amendment or waiver may, without the consent of the holder of each such Note affected thereby, (i) waive a default in the payment of the principal of or interest (including Additional Amounts, if any) on any such Note, or change the stated maturity of the principal of or any instalment of interest on any such Note; (ii) reduce the principal amount of or the rate of interest (including Additional Amounts, if any) on any such Note or change the obligation of the Company to pay Additional Amounts with respect to such Note pursuant to Section 8 hereof; (iii) change the currency of payment of principal of or interest on any such Note; (iv) impair the right to institute suit for the enforcement of any such payment on or with respect to any such Note; (v) reduce the percentage of aggregate principal amount of Notes outstanding necessary to modify or amend the Fiscal Agency Agreement or these Conditions or reduce the percentage of votes required for the adoption of any action at a meeting of the holders of Notes; or (vi) modify the obligation of the Company to maintain an office or agency outside the United States for the purposes specified in the Fiscal Agency Agreement. Any modifications, amendments or waivers to the Fiscal Agency Agreement or to these Conditions will be conclusive and binding on all holders of the Notes, whether or not they have given such consent or were present at such meeting, and on all holders of Coupons, whether or not notation of such modifications, amendments or waivers is made upon the Notes or Coupons, and on all future holders of Notes and Coupons. Any instrument given by or on behalf of any holder of a Note in connection with any consent to any such modification, amendment or waiver will be irrevocable once given and will be conclusive and binding on all subsequent holders of such Note.

Meetings of the Noteholders, Modification and Waiver. (a) Modifications and amendments to the Fiscal Agency Agreement with respect to the Notes or to these Conditions, insofar as such modifications or amendments affect the rights, powers, duties or obligations of the holders of Notes, may be made, and future compliance with or past default by the Company under any of the provisions hereof or thereof may be waived, by the holders of the Notes, with the consent of the holders of at least a majority in aggregate principal amount of the Notes at the time outstanding, or of such lesser percentage as may act at a meeting of holders of Notes held in accordance with the provisions set forth herein, to be held at such time and at such place as the Company shall determine; provided that no such modification, amendment or waiver may, without the consent of the holder of each such Note affected thereby, (i) waive a default in the payment of the principal of or interest (including Additional Amounts, if any) on any such Note, or change the stated maturity of the principal of or any instalment of interest on any such Note; (ii) reduce the principal amount of or the rate of interest (including Additional Amounts, if any) on any such Note or change the obligation of the Company to pay any Additional Amounts with respect to such Note pursuant to Section 8 hereof; (iii) change the currency of payment of principal of or interest on any such Note; (iv) impair the right to institute suit for the enforcement of any such payment on or with respect to any such Note; (v) reduce the percentage of aggregate principal amount of Notes outstanding necessary to modify or amend the Fiscal Agency Agreement or these Conditions or reduce the percentage of votes required for the adoption of any action at a meeting of the holders of NotesNote; or (vi) modify the obligation of the Company to maintain an office or agency outside the United States for the purposes specified in the Fiscal Agency Agreement. Any modifications, amendments or waivers to the Fiscal Agency Agreement or to these Conditions will be conclusive and binding on all holders of the Notes, whether or not they have given such consent or were present at such meeting, and on all holders of Couponscoupons, whether or not notation of such modifications, amendments or waivers is made upon the Notes or Coupons, and on all future holders of Notes and Coupons. Any instrument given by or on behalf of any holder of a Note in connection with any consent to any such modification, amendment or waiver will be irrevocable once given and will be conclusive and binding on all subsequent holders of such Note.

Meetings of the Noteholders, Modification and Waiver. (a) Modifications and amendments to the Fiscal Agency Agreement with respect to the 2020 Notes or to these Conditions, insofar as such modifications or amendments affect the rights, powers, duties or obligations of the holders of 2020 Notes, may be made, and future compliance with or past default by the Company under any of the provisions hereof or thereof may be waived, by the holders of the 2020 Notes, with the consent of the holders of at least a majority in aggregate principal amount of the 2020 Notes at the time outstanding, or of such lesser percentage as may act at a meeting of holders of 2020 Notes held in accordance with the provisions set forth herein, to be held at such time and at such place as the Company shall determine; provided that no such modification, amendment or waiver may, without the consent of the holder of each such 2020 Note affected thereby, (i) waive a default in the payment of the principal of or interest (including Additional Amounts, if any) on any such 2020 Note, or change the stated maturity of the principal of or any instalment of interest on any such 2020 Note; (ii) reduce the principal amount of or the rate of interest (including Additional Amounts, if any) on any such 2020 Note or change the obligation of the Company to pay Additional Amounts with respect to such 2020 Note pursuant to Section 8 hereof; (iii) change the currency of payment of principal of or interest on any such 2020 Note; (iv) impair the right to institute suit for the enforcement of any such payment on or with respect to any such 2020 Note; (v) reduce the percentage of aggregate principal amount of 2020 Notes outstanding necessary to modify or amend the Fiscal Agency Agreement or these Conditions or reduce the percentage of votes required for the adoption of any action at a meeting of the holders of 2020 Notes; or (vi) modify the obligation of the Company to maintain an office or agency outside the United States for the purposes specified in the Fiscal Agency Agreement. Any modifications, amendments or waivers to the Fiscal Agency Agreement or to these Conditions will be conclusive and binding on all holders of the 2020 Notes, whether or not they have given such consent or were present at such meeting, and on all holders of Coupons, whether or not notation of such modifications, amendments or waivers is made upon the 2020 Notes or Coupons, and on all future holders of 2020 Notes and Coupons. Any instrument given by or on behalf of any holder of a 2020 Note in connection with any consent to any such modification, amendment or waiver will be irrevocable once given and will be conclusive and binding on all subsequent holders of such Note.