Common use of MODIFICATION OF INDENTURE WITH CONSENT OF HOLDERS OF A MAJORITY IN PRINCIPAL AMOUNT OF SECURITIES Clause in Contracts

MODIFICATION OF INDENTURE WITH CONSENT OF HOLDERS OF A MAJORITY IN PRINCIPAL AMOUNT OF SECURITIES. With the consent (evidenced as provided in Section 8.01) of the Holders of not less than a majority in aggregate principal amount of the Securities of any series at the time Outstanding, the Company, when authorized by a Certified Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto with respect to Securities of the particular series (which shall conform to the provisions of the Trust Indenture Act as then in effect) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture relating to such series or of modifying in any manner the rights of the Holders of Securities of the particular series; provided, however, that no such supplemental indenture shall (i) extend the Stated Maturity of any Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of any interest thereon, or reduce any premium payable upon the redemption thereof, or reduce the amount of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of Stated Maturity thereof pursuant to Section 6.02, or change the currency or currency unit in which any Security is payable, without the consent of the Holder of each Security so affected, or (ii) reduce the aforesaid majority in aggregate principal amount of Securities of any series, the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of all Securities of each affected series. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any series not so affected. Upon a Company Request, accompanied by a Certified Board Resolution authorizing the execution of any such supplemental indenture relating to Securities of a particular series, and upon the filing with the Trustee of evidence of the consent of Holders of Securities of the particular series as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.

MODIFICATION OF INDENTURE WITH CONSENT OF HOLDERS OF A MAJORITY IN PRINCIPAL AMOUNT OF SECURITIES. With the consent (evidenced as provided in Section 8.01) of the Holders holders of not less than a majority in aggregate principal amount of the Securities of any all series at the time Outstandingoutstanding (determined as provided in Section 8.04) affected by such supplemental indenture (voting as one class), the Company, when authorized by a Certified Board ResolutionResolution of the Company, each Guarantor, when authorized by a Resolution of such Guarantor, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto with respect to Securities of the particular series (which shall conform to be in conformity with the provisions of the Trust Indenture Act of 1939 as then in effect) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture relating to such series or of modifying in any manner the rights of the Holders holders of the Securities of the particular series; each such series; provided, however, that no such supplemental indenture shall (i) extend change the Stated fixed Maturity of any Security, or reduce the principal amount thereofSecurities, or reduce the rate or extend the time of payment of any interest thereon or on any overdue principal amount or reduce the principal amount thereof, or change the provisions pursuant to which the rate of interest on any Security is determined if such change could reduce the rate of interest thereon, or reduce the minimum rate of interest thereon, or reduce any premium amount payable upon the any redemption thereof, or adversely affect any right to convert the Securities in accordance herewith, or reduce the amount of an Original Issue Discount Security that would to be due and paid at Maturity or upon redemption in Capital Stock or make the principal thereof or any interest thereon or on any overdue principal amount payable upon a declaration of acceleration of Stated Maturity thereof pursuant to Section 6.02, or change the currency in any coin or currency unit other than that provided in which any the Security is payable, without the consent of the Holder holder of each Security so affected, or (ii) reduce the aforesaid majority in aggregate principal amount percentage of Securities of any seriesSecurities, the consent of the Holders holders of which is are required for to consent to any such supplemental indenture, indenture without the consent of the Holders holders of all Securities then outstanding, (iii) modify any of each affected series. A supplemental indenture which changes the provisions of this Section, Section 4.07 or eliminates Section 6.06, except to increase any covenant such percentage or to provide that certain other provision provisions of this Indenture which has expressly been included solely for cannot be modified or waived without the benefit consent of one the holders of all Securities then outstanding or more particular (iv) modify the provisions of Article Fourteen with respect to the subordination of outstanding Securities of any series in a manner adverse to the holders thereof without the consent of the holder of each Security so affected; provided, however, that, in the case of the Securities of a series issued to an Aon Trust, so long as any of the corresponding series of SecuritiesPreferred Securities issued by such Aon Trust remains outstanding, (i) no such amendment shall be made that adversely affects the holders of such Preferred Securities in any material respect, and no termination of this Indenture shall occur, and no waiver of any Event of Default with respect to such series or which modifies compliance with any covenant with respect to such series under this Indenture shall be effective, without the prior consent of the holders of at least a majority of the aggregate liquidation amount of such Preferred Securities then outstanding unless and until the principal (and premium, if any) of the Securities of such series and all accrued and unpaid interest (including any Additional Interest) thereon have been paid in full; and (ii) no amendment shall be made to Section 6.05 of this Indenture that would impair the rights of the Holders holders of such Preferred Securities provided therein or to this Indenture that requires the consent of each holder of the Securities of such series with respect to without the prior consent of each holder of such covenant or other provisionPreferred Securities then outstanding unless and until the principal (and premium, shall be deemed not to affect the rights under this Indenture if any) of the Holders of Securities of such series and all accrued and unpaid interest (including any series not so affected. Upon a Company Request, accompanied by a Certified Board Resolution authorizing the execution of any such supplemental indenture relating to Securities of a particular series, and upon the filing with the Trustee of evidence of the consent of Holders of Securities of the particular series as aforesaid, the Trustee shall join with the Company Additional Interest) thereon have been paid in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenturefull.

MODIFICATION OF INDENTURE WITH CONSENT OF HOLDERS OF A MAJORITY IN PRINCIPAL AMOUNT OF SECURITIES. With the consent (evidenced as provided in Section 8.01) of the Holders holders of not less than a majority in aggregate principal amount of the Securities of any all series at the time Outstandingoutstanding (determined as provided in Section 8.04) affected by such supplemental indenture (voting as one class), the Company, when authorized by a Certified Board ResolutionResolution of the Company, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto with respect to Securities of the particular series (which shall conform to be in conformity with the provisions of the Trust Indenture Act of 1939 as then in effect) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture relating to such series or of modifying in any manner the rights of the Holders holders of the Securities of the particular each such series; provided, however, that no such supplemental indenture shall without the consent of the holders of all Securities then outstanding (i) extend change the Stated Maturity fixed maturity of any Security, or reduce the principal amount thereofSecurities, or reduce the rate or extend the time of payment of any interest thereon or on any overdue principal amount, or reduce the principal amount thereof, or change the provisions pursuant to which the rate of interest on any Security is determined if such change could reduce the rate of interest thereon, or reduce the minimum rate of interest thereon, or reduce any premium amount payable upon the any redemption thereof, or adversely affect any right to convert the Securities in accordance herewith, or reduce the amount of an Original Issue Discount Security that would to be due and paid at maturity or upon redemption in Capital Stock or make the principal thereof or any interest thereon or on any overdue principal amount payable upon a declaration of acceleration of Stated Maturity thereof pursuant to Section 6.02, or change the currency in any coin or currency unit other than that provided in which any the Security is payable, without the consent of the Holder holder of each Security so affected, or (ii) reduce the aforesaid majority in aggregate principal amount percentage of Securities of any seriesSecurities, the consent of the Holders holders of which is are required for to consent to any such supplemental indenture, or (iii) modify any of the provisions of this Section, Section 4.07 or Section 6.06, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holders holder of all each Security affected thereby or (iv) modify the provisions of Article Fourteen with respect to the subordination of outstanding Securities of any series in a manner adverse to the holders thereof; provided that, in the case of the Securities of a series issued to a Xxxxx Fargo Trust, so long as any of the corresponding series of Preferred Securities issued by such Xxxxx Fargo Trust remains outstanding, (i) no such amendment shall be made that adversely affects the holders of such Preferred Securities in any material respect, and no termination of this Indenture shall occur, and no waiver of any Event of Default or compliance with any covenant under this Indenture shall be effective, without the prior consent of the holders of at least a majority of the aggregate liquidation preference of such Preferred Securities then outstanding unless and until the principal (and premium, if any) of the Securities of such series and all accrued and unpaid interest (including any Additional Interest) thereon have been paid in full; and (ii) no amendment shall be made to Section 6.05 of this Indenture that would impair the rights of the holders of Preferred Securities provided therein without the prior consent of the holders of each affected seriesPreferred Security then outstanding unless and until the principal (and premium, if any) of the Securities of such series and all accrued and unpaid interest (including any Additional Interest) thereon have been paid in full. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities or Preferred Securities, or which modifies the rights of the Holders holders of Securities or holders of Preferred Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders holders of Securities or holders of Preferred Securities of any series not so affectedother series. Upon a Company Requestthe request of the Company, accompanied by a Certified Board copy of a Resolution of the Company certified by the Secretary or an Assistant Secretary of the Company authorizing the execution of any such supplemental indenture relating to Securities of a particular seriesindenture, and upon the filing with the Trustee of evidence of the consent of Holders of Securities of the particular series Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall mail a notice to the holders of Securities of each series so affected, setting forth in general terms the substance of such supplemental indenture. 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.

MODIFICATION OF INDENTURE WITH CONSENT OF HOLDERS OF A MAJORITY IN PRINCIPAL AMOUNT OF SECURITIES. With the consent (evidenced as provided in Section 8.01) of the Holders holders of not less than a majority in aggregate principal amount of the Securities of any all series at the time Outstandingoutstanding (determined as provided in Section 8.04) affected by such supplemental indenture (voting as one class), the Company, when authorized by a Certified Board ResolutionResolution of the Company, the Parent Guarantor, when authorized by a Resolution of the Parent Guarantor, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto with respect to Securities of the particular series (which shall conform to be in conformity with the provisions of the Trust Indenture Act of 1939 as then in effect) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture relating to such series or of modifying in any manner the rights of the Holders holders of the Securities of the particular each such series; provided, however, that no such supplemental indenture shall (i) extend change the Stated fixed Maturity of any Security, or reduce the principal amount thereofSecurities, or reduce the rate or extend the time of payment of any interest thereon or on any overdue principal amount or reduce the principal amount thereof, or change the provisions pursuant to which the rate of interest on any Security is determined if such change could reduce the rate of interest thereon, or reduce the minimum rate of interest thereon, or reduce any premium amount payable upon the any redemption thereof, or adversely affect any right to convert the Securities in accordance herewith, or reduce the amount of an Original Issue Discount Security that would to be due and paid at Maturity or upon redemption in Capital Stock or make the principal thereof or any interest thereon or on any overdue principal amount payable upon a declaration of acceleration of Stated Maturity thereof pursuant to Section 6.02, or change the currency in any coin or currency unit other than that provided in which any the Security is payable, without the consent of the Holder holder of each Security so affected, or (ii) reduce the aforesaid majority in aggregate principal amount percentage of Securities of any seriesSecurities, the consent of the Holders holders of which is are required for to consent to any such supplemental indenture, indenture without the consent of the Holders holders of all Securities then outstanding, (iii) modify any of the provisions of this Section, Section 4.07 or Section 6.06, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holders of all Securities then outstanding or (iv) modify the provisions of Article Fourteen with respect to the subordination of outstanding Securities of any series in a manner adverse to the holders thereof without the consent of the holder of each affected seriesSecurity so affected; provided, however, that, in the case of the Securities of a series issued to an Aon Trust, so long as any of the corresponding series of Preferred Securities issued by such Aon Trust remains outstanding, (i) no such amendment shall be made that adversely affects the holders of such Preferred Securities in any material respect, and no termination of this Indenture shall occur, and no waiver of any Event of Default with respect to such series or compliance with any covenant with respect to such series under this Indenture shall be effective, without the prior consent of the holders of at least a majority of the aggregate liquidation amount of such Preferred Securities then outstanding unless and until the principal (and premium, if any) of the Securities of such series and all accrued and unpaid interest (including any Additional Interest) thereon have been paid in full; and (ii) no amendment shall be made to Section 6.05 of this Indenture that would impair the rights of the holders of such Preferred Securities provided therein or to this Indenture that requires the consent of each holder of the Securities of such series without the prior consent of each holder of such Preferred Securities then outstanding unless and until the principal (and premium, if any) of the Securities of such series and all accrued and unpaid interest (including any Additional Interest) thereon have been paid in full. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities or Preferred Securities, or which modifies the rights of the Holders holders of Securities or holders of Preferred Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders holders of Securities or holders of Preferred Securities of any series not so affectedother series. Upon a the request of the Company Requestand the Parent Guarantor, accompanied by a Certified Board copy of a Resolution of the Company and Resolution of the Parent Guarantor, certified by the Secretary or an Assistant Secretary of the Company or the Parent Guarantor, as applicable, authorizing the execution of any such supplemental indenture relating to Securities of a particular seriesindenture, and upon the filing with the Trustee of evidence of the consent of Holders of Securities of the particular series Securityholders as aforesaid, the Trustee shall join with the Company and the Parent Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company, the Parent Guarantor and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall mail a notice to the holders of Securities of each series so affected, setting forth in general terms the substance of such supplemental indenture. 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.

MODIFICATION OF INDENTURE WITH CONSENT OF HOLDERS OF A MAJORITY IN PRINCIPAL AMOUNT OF SECURITIES. With the consent (evidenced as provided in Section 8.01) of the Holders holders of not less than a majority in aggregate principal amount of the Securities of any all series at the time Outstandingoutstanding (determined as provided in Section 8.04) affected by such supplemental indenture (voting as one class), the Company, when authorized by a Certified Board ResolutionResolution of the Company, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto with respect to Securities of the particular series (which shall conform to be in conformity with the provisions of the Trust Indenture Act of 1939 as then in effect) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture relating to such series or of modifying in any manner the rights of the Holders holders of the Securities of the particular each such series; provided, however, that no such supplemental indenture shall (i) extend change the Stated fixed Maturity of any Security, or reduce the principal amount thereofSecurities, or reduce the rate or extend the time of payment of any interest thereon or on any overdue principal amount or reduce the principal amount thereof, or change the provisions pursuant to which the rate of interest on any Security is determined if such change could reduce the rate of interest thereon, or reduce the minimum rate of interest thereon, or reduce any premium amount payable upon the any redemption thereof, or adversely affect any right to convert the Securities in accordance herewith, or reduce the amount of an Original Issue Discount Security that would to be due and paid at Maturity or upon redemption in Capital Stock or make the principal thereof or any interest thereon or on any overdue principal amount payable upon a declaration of acceleration of Stated Maturity thereof pursuant to Section 6.02, or change the currency in any coin or currency unit other than that provided in which any the Security is payable, without the consent of the Holder holder of each Security so affected, or (ii) reduce the aforesaid majority in aggregate principal amount percentage of Securities of any seriesSecurities, the consent of the Holders holders of which is are required for to consent to any such supplemental indenture, indenture without the consent of the Holders holders of all Securities then outstanding, (iii) modify any of the provisions of this Section, Section 4.07 or Section 6.06, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holders of all Securities then outstanding or (iv) modify the provisions of Article Fourteen with respect to the subordination of outstanding Securities of any series in a manner adverse to the holders thereof without the consent of the holder of each affected seriesSecurity so affected; provided, however, that, in the case of the Securities of a series issued to an Aon Trust, so long as any of the corresponding series of Preferred Securities issued by such Aon Trust remains outstanding, (i) no such amendment shall be made that adversely affects the holders of such Preferred Securities in any material respect, and no termination of this Indenture shall occur, and no waiver of any Event of Default with respect to such series or compliance with any covenant with respect to such series under this Indenture shall be effective, without the prior consent of the holders of at least a majority of the aggregate liquidation amount of such Preferred Securities then outstanding unless and until the principal (and premium, if any) of the Securities of such series and all accrued and unpaid interest (including any Additional Interest) thereon have been paid in full; and (ii) no amendment shall be made to Section 6.05 of this Indenture that would impair the rights of the holders of such Preferred Securities provided therein or to this Indenture that requires the consent of each holder of the Securities of such series without the prior consent of each holder of such Preferred Securities then outstanding unless and until the principal (and premium, if any) of the Securities of such series and all accrued and unpaid interest (including any Additional Interest) thereon have been paid in full. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities or Preferred Securities, or which modifies the rights of the Holders holders of Securities or holders of Preferred Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders holders of Securities or holders of Preferred Securities of any series not so affectedother series. Upon a Company Requestthe request of the Company, accompanied by a Certified Board copy of a Resolution of the Company certified by the Secretary or an Assistant Secretary of the Company authorizing the execution of any such supplemental indenture relating to Securities of a particular seriesindenture, and upon the filing with the Trustee of evidence of the consent of Holders of Securities of the particular series Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall mail a notice to the holders of Securities of each series so affected, setting forth in general terms the substance of such supplemental indenture. 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.

MODIFICATION OF INDENTURE WITH CONSENT OF HOLDERS OF A MAJORITY IN PRINCIPAL AMOUNT OF SECURITIES. With the consent (evidenced as provided in Section 8.01) of the Holders of not less than a majority in aggregate principal amount of the Securities of any series at the time Outstanding, the Company, when authorized by a Certified Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto with respect to Securities of the particular series (which shall conform to the provisions of the Trust Indenture Act as then in effect) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture relating to such series or of modifying in any manner the rights of the Holders of Securities of the particular series; provided, however, that no such supplemental indenture shall (i) extend the Stated Maturity of any Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of any interest thereon, or reduce any premium payable upon the redemption thereof, or reduce the amount of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of Stated Maturity thereof pursuant to Section 6.02, or change the currency or currency unit in which any Security is payable, without the consent of the Holder of each Security so affected, or (ii) reduce the aforesaid majority in aggregate principal amount of Securities of any series, the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of all Securities of each affected series. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any series not so affected. Upon a Company Request, accompanied by a Certified Board Resolution authorizing the execution of any such supplemental indenture relating to Securities of a particular series, and upon the filing with the Trustee of evidence of the consent of Holders of Securities of the particular series as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.

MODIFICATION OF INDENTURE WITH CONSENT OF HOLDERS OF A MAJORITY IN PRINCIPAL AMOUNT OF SECURITIES. With the consent (evidenced as provided in Section 8.01) of the Holders holders of not less more than a majority 50% in aggregate principal amount of the Securities of any each series at the time Outstandingoutstanding (determined as provided in Section 8.4) affected by such supplemental indenture (each series voting as a separate class), the Company, when authorized by a Certified Board Resolution, Corporation and the Trustee Trustees may from time to time and at any time enter into an indenture or indentures supplemental hereto with respect to Securities of the particular series (which shall conform to be in conformity with the provisions of the Trust Indenture Act Legislation as then in effect) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture relating to such series or of modifying in any manner the rights of the Holders holders of the Securities of the particular each such series; provided, however, that no such supplemental indenture shall (i) extend change the Stated fixed Maturity of any Security, or reduce the principal amount thereofSecurities, or reduce the rate or extend the time of payment of any interest thereon or on any overdue principal amount or reduce the principal amount thereof, or change the provisions pursuant to which the rate of interest on any Security is determined if such change could reduce the rate of interest thereon, or reduce the minimum rate of interest thereon, or reduce any premium amount payable upon the any redemption thereof, or adversely affect any right to convert the Securities in accordance therewith, or reduce the amount of an Original Issue Discount Security that would to be due and paid at Maturity or make the principal thereof or any interest thereon or on any overdue principal amount payable upon a declaration of acceleration of Stated Maturity thereof pursuant to Section 6.02, or change the currency in any coin or currency unit other than that provided in which the Security or impair or affect the right to institute suit for the payment thereof when due, or, if such Security shall so provide, any Security is payableright of repayment at the option of the holder, in each case, without the consent of the Holder holder of each Security so affected, or (ii) reduce the aforesaid majority in aggregate principal amount percentage of Securities of any seriesSecurities, the consent of the Holders holders of which is are required for to consent to any such supplemental indenture, indenture without the consent of the Holders holders of all Securities then outstanding, or (iii) modify any of each affected seriesthe provisions of this Section, Section 4.8 or Section 6.6, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holders of all Securities then outstanding; provided, however, that this clause (iii) shall not be deemed to require the consent of any holder with respect to changes in the references to “the Trustee” or “the Trustees” and concomitant changes in this Section, or the deletion of this proviso, in accordance with Section 7.11. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders holders of Securities of any series not so affectedother series. Upon a Company Requestthe request of the Corporation, accompanied evidenced by a Certified Board Resolution an Officer’s Certificate authorizing the execution of any such supplemental indenture relating to Securities of a particular seriesindenture, and upon the filing with the U.S. Trustee of evidence of the consent of Holders of Securities of the particular series Securityholders as aforesaid, the Trustee Trustees shall join with the Company Corporation in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's Trustees’ own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee Trustees may in its their discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Corporation and the Trustees of any supplemental indenture pursuant to the provisions of this Section, the Corporation shall deliver a notice to the holders of Securities of each series so affected, setting forth in general terms the substance of such supplemental indenture. Any failure of the Corporation to deliver such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

MODIFICATION OF INDENTURE WITH CONSENT OF HOLDERS OF A MAJORITY IN PRINCIPAL AMOUNT OF SECURITIES. With the consent (evidenced as provided in Section 8.018.1) of the Holders holders of not less than a majority in aggregate principal amount of the Securities of any all series at the time Outstandingoutstanding (determined as provided in Section 8.4) affected by such supplemental indenture (voting as one class), the Company, when authorized by a Certified Board ResolutionResolution of the Company, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto with respect to Securities of the particular series (which shall conform to be in conformity with the provisions of the Trust Indenture Act as then in effect) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture relating to such series or of modifying in any manner the rights of the Holders holders of the Securities of the particular each such series; provided, however, that no such supplemental indenture shall (i) extend change the Stated fixed Maturity of any Security, or reduce the principal amount thereofSecurities, or reduce the rate or extend the time of payment of any interest thereon or on any overdue principal amount or reduce the principal amount thereof, or change the provisions pursuant to which the rate of interest on any Security is determined if such change could reduce the rate of interest thereon, or reduce the minimum rate of interest thereon, or reduce any premium amount payable upon any redemption or the redemption maturity thereof, or make the principal thereof or any interest thereon or on any overdue principal amount payable in any coin or currency other than that provided in the Security, or reduce the amount principal of an Original Issue Discount Security that or any other Security which would be due and payable upon a declaration of acceleration of Stated Maturity thereof pursuant to Section 6.02, or change the currency or currency unit in which any Security is payable, 6.1 without the consent of the Holder holder of each Security so affected, or (ii) reduce the aforesaid majority in aggregate principal amount percentage of Securities of any seriesSecurities, the consent of the Holders holders of which is are required for to consent to any such supplemental indenture, indenture without the consent of the Holders holders of all Securities then outstanding, (iii) modify any of the provisions of this Section, Section 4.7 or Section 6.6, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holders of all Securities then outstanding or (iv) modify the provisions of Article XIV with respect to the subordination of outstanding Securities of any series in a manner adverse to the holders thereof without the consent of the holder of each affected seriesSecurity so affected; provided, however, that, in the case of the Securities of a series issued to an Energy East Trust, so long as any of the corresponding series of Preferred Securities issued by such Energy East Trust remains outstanding, (i) no such amendment shall be made that adversely affects the holders of such Preferred Securities in any material respect, and no termination of this Indenture shall occur, and no waiver of any Event of Default with respect to such series or compliance with any covenant with respect to such series under this Indenture shall be effective, without the prior consent of the holders of at least a majority of the aggregate liquidation amount of such Preferred Securities then outstanding unless and until the principal (and premium, if any) of the Securities of such series and all accrued and unpaid interest (including any Additional Interest) thereon have been paid in full; and (ii) no amendment shall be made to Section 6.5 of this Indenture that would impair the rights of the holders of such Preferred Securities provided therein or to this Indenture that requires the consent of each holder of the Securities of such series without the prior consent of each holder of such Preferred Securities then outstanding unless and until the principal (and premium, if any) of the Securities of such series and all accrued and unpaid interest (including any Additional Interest) thereon have been paid in full. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities or Preferred Securities, or which modifies the rights of the Holders holders of Securities or holders of Preferred Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders holders of Securities or holders of Preferred Securities of any series not so affectedother series. Upon a Company Requestthe request of the Company, accompanied by a Certified Board copy of a Resolution of the Company certified by the Corporate Secretary of the Company authorizing the execution of any such supplemental indenture relating to Securities of a particular seriesindenture, and upon the filing with the Trustee of evidence of the consent of Holders of Securities of the particular series Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall mail a notice to the holders of Securities of each series so affected, setting forth in general terms the substance of such supplemental indenture. 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.

MODIFICATION OF INDENTURE WITH CONSENT OF HOLDERS OF A MAJORITY IN PRINCIPAL AMOUNT OF SECURITIES. With the consent (evidenced as provided in Section 8.018.1) of the Holders holders of not less than a majority in aggregate principal amount of the Securities of any all series at the time Outstandingoutstanding (determined as provided in Section 8.4) affected by such supplemental indenture (voting as one class), the Company, when authorized by a Certified Board ResolutionResolution of the Company, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto with respect to Securities of the particular series (which shall conform to be in conformity with the provisions of the Trust Indenture Act of 1939 as then in effect) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture relating to such series or of modifying in any manner the rights of the Holders holders of the Securities of the particular each such series; provided, however, that no such supplemental indenture shall (i) extend change the Stated fixed Maturity of any Security, or reduce the principal amount thereofSecurities, or reduce the rate or extend the time of payment of any interest thereon or on any overdue principal amount or reduce the principal amount thereof, or change the provisions pursuant to which the rate of interest on any Security is determined if such change could reduce the rate of interest thereon, or reduce the minimum rate of interest thereon, or reduce any premium amount payable upon the any redemption thereof, or adversely affect any right to convert the Securities in accordance therewith, or reduce the amount of an Original Issue Discount Security that would to be due and paid at Maturity or upon redemption in Capital Stock or make the principal thereof or any interest thereon or on any overdue principal amount payable upon a declaration of acceleration of Stated Maturity thereof pursuant to Section 6.02, or change the currency in any coin or currency unit other than that provided in which any the Security is payable, without the consent of the Holder holder of each Security so affected, or (ii) reduce the aforesaid majority in aggregate principal amount percentage of Securities of any seriesSecurities, the consent of the Holders holders of which is are required for to consent to any such supplemental indenture, indenture without the consent of the Holders holders of all Securities then outstanding, (iii) modify any of the provisions of this Section, Section 4.6 or Section 6.6, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holders of all Securities then outstanding or (iv) modify the provisions of Article Fourteen with respect to the subordination of outstanding Securities of any series in a manner adverse to the holders thereof without the consent of the holder of each affected seriesSecurity so affected; provided, however, that, in the case of the Securities of a series issued to a Xxxxxx Capital Trust, so long as any of the corresponding series of Preferred Securities issued by such Xxxxxx Capital Trust remains outstanding, (i) no such amendment shall be made that adversely affects the holders of such Preferred Securities in any material respect, and no termination of this Indenture shall occur, and no waiver of any Event of Default with respect to such series or compliance with any covenant with respect to such series under this Indenture shall be effective, without the prior consent of the holders of at least a majority of the aggregate liquidation amount of such Preferred Securities then outstanding unless and until the principal (and premium, if any) of the Securities of such series and all accrued and unpaid interest (including any Additional Interest) thereon have been paid in full; and (ii) no amendment shall be made to Section 6.5 of this Indenture that would impair the rights of the holders of such Preferred Securities provided therein or to this Indenture that requires the consent of each holder of the Securities of such series without the prior consent of each holder of such Preferred Securities then outstanding unless and until the principal (and premium, if any) of the Securities of such series and all accrued and unpaid interest (including any Additional Interest) thereon have been paid in full. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities or Preferred Securities, or which modifies the rights of the Holders holders of Securities or holders of Preferred Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders holders of Securities or holders of Preferred Securities of any series not so affectedother series. Upon a Company Requestthe request of the Company, accompanied by a Certified Board copy of a Resolution of the Company certified by the Corporate Secretary or an Assistant Corporate Secretary of the Company authorizing the execution of any such supplemental indenture relating to Securities of a particular seriesindenture, and upon the filing with the Trustee of evidence of the consent of Holders of Securities of the particular series Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall mail a notice to the holders of Securities of each series so affected, setting forth in general terms the substance of such supplemental indenture. 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.

MODIFICATION OF INDENTURE WITH CONSENT OF HOLDERS OF A MAJORITY IN PRINCIPAL AMOUNT OF SECURITIES. With the consent (evidenced as provided in Section 8.018.1) of the Holders holders of not less than a majority in aggregate principal amount of the Securities of any all series at the time Outstandingoutstanding (determined as provided in Section 8.4) affected by such supplemental indenture (voting as one class), the Company, when authorized by a Certified Board ResolutionResolution of the Company, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto with respect to Securities of the particular series (which shall conform to be in conformity with the provisions of the Trust Indenture Act as then in effect) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture relating to such series or of modifying in any manner the rights of the Holders holders of the Securities of the particular each such series; provided, however, that no such supplemental indenture shall (i) extend change the Stated fixed Maturity of any Security, or reduce the principal amount thereofSecurities, or reduce the rate or extend the time of payment of any interest thereon or on any overdue principal amount or reduce the principal amount thereof, or change the provisions pursuant to which the rate of interest on any Security is determined if such change could reduce the rate of interest thereon, or reduce the minimum rate of interest thereon, or reduce any premium amount payable upon the any redemption thereof, or adversely affect any right to convert the Securities in accordance therewith, or reduce the amount of an Original Issue Discount Security that would to be due and paid at Maturity or make the principal thereof or any interest thereon or on any overdue principal amount payable upon a declaration of acceleration of Stated Maturity thereof pursuant to Section 6.02, or change the currency in any coin or currency unit other than that provided in which the Security or impair or affect the right to institute suit for the payment thereof when due, or, if such Security shall so provide, any Security is payableright of repayment at the option of the holder, in each case, without the consent of the Holder holder of each Security so affected, or (ii) reduce the aforesaid majority in aggregate principal amount percentage of Securities of any seriesSecurities, the consent of the Holders holders of which is are required for to consent to any such supplemental indenture, indenture without the consent of the Holders holders of all Securities then outstanding, (iii) modify any of the provisions of this Section, Section 4.7 or Section 6.6, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holders of all Securities then outstanding; provided, however, that this clause (iii) shall not be deemed to require the consent of any holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with Section 7.11 or (iv) modify the provisions of Article Fourteen with respect to the subordination of outstanding Securities of any series in a manner adverse to the holders thereof without the consent of the holder of each affected seriesSecurity so affected; provided, however, that, in the case of the Securities of a series issued to a Laclede Trust, so long as any of the corresponding series of Preferred Securities issued by such Laclede Trust remains outstanding, (i) no such amendment shall be made that adversely affects the holders of such Preferred Securities in any material respect, and no termination of this Indenture shall occur, and no waiver of any Event of Default with respect to such series or compliance with any covenant with respect to such series under this Indenture shall be effective, without the prior consent of the holders of at least a majority of the aggregate liquidation amount of such Preferred Securities then outstanding unless and until the principal (and premium, if any) of the Securities of such series and all accrued and unpaid interest (including any Additional Interest) thereon have been paid in full; and (ii) no amendment shall be made to Section 6.5 of this Indenture that would impair the rights of the holders of such Preferred Securities provided therein or to this Indenture that requires the consent of each holder of the Securities of such series without the prior consent of each holder of such Preferred Securities then outstanding unless and until the principal (and premium, if any) of the Securities of such series and all accrued and unpaid interest (including any Additional Interest) thereon have been paid in full. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities or Preferred Securities, or which modifies the rights of the Holders holders of Securities or holders of Preferred Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders holders of Securities or holders of Preferred Securities of any series not so affectedother series. Upon a Company Requestthe request of the Company, accompanied by a Certified Board copy of a Resolution of the Company certified by the Corporate Secretary or an Assistant Corporate Secretary of the Company authorizing the execution of any such supplemental indenture relating to Securities of a particular seriesindenture, and upon the filing with the Trustee of evidence of the consent of Holders of Securities of the particular series Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall mail a notice to the holders of Securities of each series so affected, setting forth in general terms the substance of such supplemental indenture. 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.

MODIFICATION OF INDENTURE WITH CONSENT OF HOLDERS OF A MAJORITY IN PRINCIPAL AMOUNT OF SECURITIES. With the consent (evidenced as provided in Section 8.017.01) of the Holders holders of not less than a majority in aggregate principal amount of the Securities of any series at the time Outstandingoutstanding of all Securities affected by such supplement (voting as one class) (determined as provided in Section 7.04), or, if a record date is set with respect to such consent in accordance with Section 7.05, as of such record date, the Company, when authorized by a Certified resolution of its Board Resolutionof Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto with respect to Securities of the particular series (which shall conform to comply with the provisions of the Trust Indenture Act of 1939 as then in effect) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture relating to such series or of modifying in any manner the rights of the Holders holders of the Securities of the particular each such series; provided, however, that no such supplemental indenture shall (i) extend the Stated Maturity stated maturity of any Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of any interest thereon, thereon or reduce any premium amount payable upon the on redemption thereof, thereof or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of an acceleration of Stated Maturity thereof the maturity thereto pursuant to Section 6.025.01, or change impair or affect the currency right of any Securityholder to institute suit for the payment thereof or currency unit in which any Security is payablethe right of repayment if any, at the option of the Securityholder, without the consent of the Holder holder of each Security so affected, affected or (ii) reduce the aforesaid majority in aggregate principal amount percentage of Securities of any seriesseries or of all series (voting as one class), as the case may be, the consent of the Holders holders of which is required for any such supplemental indenture, without the consent of the Holders holders of all Securities of each affected series. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any series not so affected. Upon a Company Request, accompanied by a Certified Board Resolution authorizing the execution of any such supplemental indenture relating to Securities of a particular series, and upon the filing with the Trustee of evidence of the consent of Holders of Securities of the particular series as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.

MODIFICATION OF INDENTURE WITH CONSENT OF HOLDERS OF A MAJORITY IN PRINCIPAL AMOUNT OF SECURITIES. With the consent (evidenced as provided in Section 8.01) of the Holders of not less than a majority in aggregate principal amount of the Securities of any series at the time then Outstanding, the Company, when authorized by a Certified Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto with respect to Securities of the particular series (which shall conform to the provisions of the Trust Indenture Act of 1939 as then in effect) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture relating to such series or of modifying in any manner the rights of the Holders of Securities of the particular series; provided, however, that no such supplemental indenture shall (i) extend the Stated Maturity of any Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of any interest thereon, or reduce any premium payable upon the redemption thereof, or reduce the amount of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of Stated Maturity thereof pursuant to Section 6.02, or change the currency or currency unit in which any Security is payable, without the consent of the Holder of each Security so affected, or (ii) reduce the aforesaid majority in aggregate principal amount of Securities of any series, the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of all Securities of each affected series. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any series not so affected. Upon a Company Request, accompanied by a Certified Board Resolution authorizing the execution of any such supplemental indenture relating to Securities of a particular series, and upon the filing with the Trustee of evidence of the consent of Holders of Securities of the particular series as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the Holders of Securities of a particular series to approve under this Section 10.02 the particular form of any proposed supplemental indenture with respect to such series of Securities, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section 10.02, the Company shall mail a notice thereof by first-class mail to the Holders of registered Securities of each series affected thereby at their addresses as they shall appear on the Security Register for such Securities, or, in the case of unregistered Securities, shall give notice in the manner provided in Section 5.04 hereof, setting forth in general terms the substance of such supplemental indenture. Any failure of the Company to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.