Common use of Modification of Indenture with Consent 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 8.1) of the holders of not less than a majority in principal amount of the Securities of all series at the time outstanding (determined as provided in Section 8.4) affected by such supplemental indenture (voting as one class), the Company, when authorized by a Resolution of the Company, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall 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 or of modifying in any manner the rights of the holders of the Securities of each such series; provided, however, that no such supplemental indenture shall (i) change the fixed Maturity of any Securities, 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 amount payable upon any redemption thereof, or adversely affect any right to convert the Securities in accordance therewith, or reduce the amount to be 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 in any coin or currency other than that provided in the Security without the consent of the holder of each Security so affected, (ii) reduce the aforesaid percentage of Securities, the holders of which are required to consent to any such supplemental indenture without the consent of the 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 Security so affected; provided, however, that, in the case of the Securities of a series issued to a CNG Trust, so long as any of the corresponding series of Preferred Securities issued by such CNG 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 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 of Securities or holders of Preferred Securities of any other series. Upon the request of the Company, accompanied by a 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, and upon the filing with the Trustee of evidence of the consent of 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 A ------------------------------------------------------ Majority in In Principal Amount of Securities. With the consent (evidenced as ------------------------------------------ provided in Section 8.1SECTION 8.01) of the holders of not less than a majority in principal amount of the Securities of all series at the time outstanding (determined as provided in Section 8.4SECTION 8.04) affected by such supplemental indenture (voting as one class), the Company, when authorized by a Resolution of the Company, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall 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 or of modifying in any manner the rights of the holders of the Securities of each such series; provided, however, that no such supplemental indenture shall (i) change the fixed Maturity of any Securities, 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 amount payable upon any redemption thereof, or adversely affect any right to convert the Securities in accordance therewithherewith, or reduce the amount to be 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 in any coin or currency other than that provided in the Security without the consent of the holder of each Security so affected, (ii) reduce the aforesaid percentage of Securities, the holders of which are required to consent to any such supplemental indenture without the consent of the holders of all Securities then outstanding, (iii) modify any of the provisions of this Section, Section 4.6 SECTION 4.07 or Section 6.6SECTION 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 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 Security so affected; provided, however, that, in the case of the Securities of a series issued to a CNG DPL Trust, so long as any of the corresponding series of Preferred Securities issued by such CNG DPL 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 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 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 of Securities or holders of Preferred Securities of any other series. Upon the request of the Company, accompanied by a 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, and upon the filing with the Trustee of evidence of the consent of 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 8.18.01) of the holders of not less than a majority in principal amount of the Securities of all series at the time outstanding (determined as provided in Section 8.48.04) affected by such supplemental indenture (voting as one class), the Company, when authorized by a Resolution of the Company, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall 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 or of modifying in any manner the rights of the holders of the Securities of each such series; provided, however, that no such supplemental indenture shall (i) change the fixed Maturity maturity of any Securities, or reduce the rate or extend the time of payment of any interest thereon or on any overdue principal amount thereon, 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 amount payable upon any redemption thereof, or adversely affect any right to convert the Securities in accordance therewithherewith, or reduce the amount to be paid at Maturity maturity or upon redemption in Capital Stock redemption, 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 without the consent of the holder of each Security so affected, (ii) reduce the aforesaid percentage of Securities, the holders of which are required to consent to any such supplemental indenture indenture, without the consent of the holders of all Securities then outstandingOutstanding, or (iii) modify any of the provisions of this Section, Section 4.6 4.07 or Section 6.66.06, 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 Securities then outstanding each Security affected thereby or (iv) modify the provisions of Article Fourteen XIV with respect to the subordination of outstanding Securities of any series in a manner adverse to the holders thereof thereof, without the consent of the holder of each Security so affected; provided, however, provided that, in the case of the Securities of a series issued to a CNG Bear Xxxxxxx Trust, so long as any of the corresponding series of Preferred Securities issued by such CNG Bear Xxxxxxx Trust remains outstanding, (i) no such amendment shall be made that adversely affects the holders of such Preferred Securities in any material respectrespect (including any amendment which would result in a Bear Xxxxxxx Trust being classified as other than a grantor trust for United States federal income taxes), 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 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 Sums, Additional Interest, Compounded Interest or Special Interest, if any) thereon have been paid in full; and (ii) no amendment shall be made to Section 6.5 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 the holders of each holder of such Preferred Securities 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 Sums, Additional Interest, Compounded Interest and Special 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 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 of Securities or holders of Preferred Securities of any other series. Upon the request of the Company, accompanied by a 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, and upon the filing with the Trustee of evidence of the consent of 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 SecuritiesDebentures. -------------------- With the consent (evidenced as provided in Section 8.19.1) of the holders Holders (or persons entitled to vote, or to give consents respecting the same) of not less than a majority in aggregate principal amount of the Securities of all series at the time outstanding (determined as provided in Section 8.4) affected by such supplemental indenture (voting as one class)Outstanding Debentures, the Company, when authorized by a Resolution of the CompanyBoard Resolution, and the Trustee may may, from time to time and at any time time, enter into an indenture or indentures supplemental hereto (which shall 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 or of modifying in any manner the rights and obligations of the holders Holders of the Securities Debentures and of each such seriesthe Company; providedprovided that, howeverwithout the consent of the Holders of all Outstanding Debentures and Coupons affected thereby, that no such supplemental indenture shall shall: (ia) change the fixed Maturity maturity of any Securitiesthe principal of, or reduce the rate or extend the time any installment of payment of interest on, any interest thereon or on any overdue principal amount Debenture, 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 payable thereon, or reduce the minimum rate amount of interest thereonprincipal that would be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 7.2 or a redemption thereof pursuant to Article IV, or reduce change the obligation of the Company to pay Additional Amounts pursuant to Article VI, or change the coin or currency in which any Debenture or the interest thereon or any other amount payable upon in respect thereof is payable, or impair the right to institute suit for the enforcement of any payment in respect of any Debenture on or after the maturity thereof (or, in the case of redemption thereofor any repurchase, on or after the Redemption Date or Repurchase Date, as the case may be), or adversely affect any the right to convert any Debenture as provided in Article V, or (b) reduce the Securities in accordance therewithrequirements for quorum or voting, or reduce the amount to be paid at Maturity or upon redemption percentage in Capital Stock 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 of the Security without Outstanding Debentures the consent of the holder of each Security so affected, (ii) reduce the aforesaid percentage of Securities, the holders of which are whose Holders is required to consent to for any such supplemental indenture without or the consent of whose Holders is required for any waiver provided for in this Indenture, or (c) modify the holders obligation of all Securities then outstandingthe Company to maintain an office or agency in London, England, and in a city in a Western European country (iiior Luxembourg in particular if so required) pursuant to Section 6.2, or (d) modify any of the provisions of this Section, Section 4.6 or Section 6.67.11, except to increase any such percentage contained herein or therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holders Holder of all Securities then outstanding or each Outstanding Debenture affected thereby; or (ive) modify any of 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 a CNG Trust, so long as any of the corresponding series of Preferred Securities issued by such CNG 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 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 of Securities or holders of Preferred Securities of any other series6.17. Upon the request of the CompanyCompany Request, accompanied by a copy of a Board 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, and upon the filing with the Trustee of evidence of the consent of Securityholders Holders of Debentures 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 Holder of Debentures 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 Debt --------------------------------------------------------- Securities. With Without notice to any Holder but with the consent (evidenced as ---------- provided in Section 8.18.01) of the holders Holders of not less than a majority in aggregate principal amount of the Outstanding Debt Securities of all each series at the time outstanding (determined as provided in Section 8.4) affected by such supplemental indenture (voting as one class)indenture, the Company, when authorized by a Resolution resolution of the CompanyBoard of Directors, and the Trustee may from time to time and at any time enter into an indenture Indenture or indentures Indentures supplemental hereto (which shall be in conformity with conform to the provisions of the Trust Indenture Act as in force at the date of 1939 as then in effectexecution thereof) 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 or of modifying in any manner the rights of the holders Holders of the Debt Securities of each such series; provided, however, that no such supplemental indenture shall (i) change the fixed Maturity of any Securitiesindenture, 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 amount payable upon any redemption thereof, or adversely affect any right to convert the Securities in accordance therewith, or reduce the amount to be 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 in any coin or currency other than that provided in the Security without the consent of the holder Holders of each Debt Security so affected, shall (i) reduce the percentage in principal amount of Debt Securities of any series whose Holders must consent to an amendment; (ii) reduce the aforesaid percentage rate of Securities, or extend the holders time for payment of which are required interest on any Debt Security or Coupon or reduce the amount of any payment to consent be made with respect to any such supplemental indenture without Coupon; (iii) reduce the consent principal of or change the Stated Maturity of the holders principal of, or any installment of all principal of or interest on, any Debt Security or reduce the amount of principal of any Original Issue Discount Security that would be due and payable upon declaration of acceleration of maturity; (iv) reduce the premium payable upon the redemption of any Debt Security or change the time at which any Debt Security may or shall be redeemed in accordance with Article III; (v) make any Debt Security payable in Currency other than that stated in the Debt Security; (vi) release any security that may have been granted in respect of the Debt Securities; (vii) make any change in Section 6.06 or the second sentence of this Section 9.02; (viii) change any obligation of the Company to pay additional interest pursuant to Section 4.06; (ix) limit the obligation of the Company to maintain a paying agency outside the United States for payment on Bearer Securities then outstandingas provided in Section 4.02 or limit the obligation of the Company to redeem an Affected Security as provided in Section 3.02(b); (x) change any Place of Payment where any Debt Security or any premium or interest thereon is payable; (xi) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity of any Debt Security (or in the case of redemption, on or after the date fixed for redemption); or (iiixii) modify any of the provisions of this Section, Section 4.6 4.09 or Section 6.66.06, 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 Holder of each Outstanding Debt Security so affected; affected thereby, provided, however, that, in that this Section 9.02 shall not be deemed to require the case of the Securities of a series issued to a CNG Trust, so long as any of the corresponding series of Preferred Securities issued by such CNG 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 consent of any Event of Default Holder with respect to such series changes in the references to "the Trustee" and concomitant changes in this Section, Section 4.09, 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 deletion of this Indenture that would impair proviso, in accordance with the rights requirements 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 Section 7.08 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 full9.01(j). A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has been expressly been included solely for the benefit of one or more particular series of Debt Securities or Preferred Securitiesand Coupons, if any, or which modifies the rights of holders the Holders of Debt Securities or holders of Preferred Securities and Coupons 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 Debt Securities or holders of Preferred Securities and Coupons, if any, of any other series. Upon the request of the Company, accompanied by a copy of a Resolution resolution of the Company certified by the Corporate Secretary or an Assistant Corporate Secretary Board of the Company Directors authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders Holders 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, discretion but shall not be obligated to, to enter into such supplemental indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon (subject to Section 7.01), an Officers' Certificate and an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. It shall not be necessary for the consent of the Securityholders Holders under this Section 9.02 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 After an amendment under this SectionSection 9.02 becomes effective, the Company shall mail a notice to the holders Holders of Debt Securities of each series so affected, setting forth in general terms the substance of affected thereby a notice briefly describing such supplemental indentureamendment. Any The failure of the Company to mail give such noticenotice to all such Holders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such supplemental indenturean amendment under this Section 9.02.

Modification of Indenture with Consent. of Holders of a Majority in Principal Amount of Securities. With the consent (evidenced as provided in Section 8.18.01) of the holders of not less than a majority in principal amount of the Securities of all series at the time outstanding (determined as provided in Section 8.48.04) affected by such supplemental indenture (voting as one class), the Company, when authorized by a Resolution of the Company, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall 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 or of modifying in any manner the rights of the holders of the Securities of each such series; provided, however, that no such supplemental indenture shall (i) change the fixed Maturity maturity of any Securities, or reduce the rate or extend the time of payment of any interest thereon or on any overdue principal amount thereon, 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 amount payable upon any redemption thereof, or adversely affect any right to convert the Securities in accordance therewithherewith, or reduce the amount to be paid at Maturity maturity or upon redemption in Capital Stock redemption, 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 without the consent of the holder of each Security so affected, (ii) reduce the aforesaid percentage of Securities, the holders of which are required to consent to any such supplemental indenture indenture, without the consent of the holders of all Securities then outstandingOutstanding, or (iii) modify any of the provisions of this Section, Section 4.6 4.07 or Section 6.66.06, 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 Securities then outstanding each Security affected thereby or (iv) modify the provisions of Article Fourteen XIV with respect to the subordination of outstanding Securities of any series in a manner adverse to the holders thereof thereof, without the consent of the holder of each Security so affected; provided, however, provided that, in the case of the Securities of a series issued to a CNG Bear Xxxxxxx Trust, so long as any of the corresponding series of Preferred Securities issued by such CNG Bear Xxxxxxx Trust remains outstanding, (i) no such amendment shall be made that adversely affects the holders of such Preferred Securities in any material respectrespect (including any amendment which would result in a Bear Xxxxxxx Trust being classified as other than a grantor trust for United States federal income taxes), 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 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 Sums, Additional Interest, Compounded Interest or Special Interest, if any) thereon have been paid in full; and (ii) no amendment shall be made to Section 6.5 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 the holders of each holder of such Preferred Securities Security then outstanding 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 Sums, Additional Interest, Compounded Interest and Special 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 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 of Securities or holders of Preferred Securities of any other series. Upon the request of the Company, accompanied by a 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, and upon the filing with the Trustee of evidence of the consent of 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 8.1) of the holders of not less than a majority in principal amount of the Securities of all series at the time outstanding (determined as provided in Section 8.4) affected by such supplemental indenture (voting as one class), the Company, when authorized by a Resolution of the CompanyCompany Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall 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 or of modifying in any manner the rights of the holders of the Securities of each such series; provided, however, that no such supplemental indenture shall (i) change the fixed Maturity of any Securities, 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 amount payable upon any redemption thereof, or adversely affect any right to convert the Securities in accordance therewith, or reduce the amount to be paid at Maturity or upon redemption in Capital Stock Equity Securities 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 without the consent of the holder of each Security so affected, (ii) reduce the aforesaid percentage of Securities, the holders of which are required to consent to any such supplemental indenture without the consent of the holders of all Securities then outstanding, (iii) modify any of the provisions of this Section, Section 4.6 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 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 Security so affected; provided, however, that, in the case of the Securities of a series issued to a CNG Trust, so long as any of the corresponding series of Preferred Securities issued by such CNG 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 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 of Securities or holders of Preferred Securities of any other series. Upon the request of the Company, accompanied by a copy of a Company 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, and upon the filing with the Trustee of evidence of the consent of 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 8.18.01) of the holders of not less than a majority in principal amount of the Securities of all series at the time outstanding (determined as provided in Section 8.48.04) affected by such supplemental indenture (voting as one class), the Company, when authorized by a Resolution 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 (which shall 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 or of modifying in any manner the rights of the holders of the Securities of each such series; provided, however, that no such supplemental indenture shall (i) change the fixed Maturity of any Securities, 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 amount payable upon any redemption thereof, or adversely affect any right to convert the Securities in accordance therewithherewith, or reduce the amount to be 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 in any coin or currency other than that provided in the Security without the consent of the holder of each Security so affected, (ii) reduce the aforesaid percentage of Securities, the holders of which are required to consent to any such supplemental indenture without the consent of the holders of all Securities then outstanding, (iii) modify any of the provisions of this Section, Section 4.6 4.07 or Section 6.66.06, 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 Security so affected; provided, however, that, in the case of the Securities of a series issued to a CNG an Aon Trust, so long as any of the corresponding series of Preferred Securities issued by such CNG 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 6.5 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 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 of Securities or holders of Preferred Securities of any other series. Upon the request of the CompanyCompany and each Guarantor, accompanied by a copy of a Resolution of the Company and Resolution of such Guarantor, certified by the Corporate Secretary or an Assistant Corporate Secretary of the Company or such Guarantor, as applicable, authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company and such Guarantor 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 Company, the Guarantors 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 ---------------------------------------------------- Debt Securities. With Without notice to any Holder but with the consent (evidenced as --------------- provided in Section 8.18.01) of the holders Holders of not less than a majority in aggregate principal amount of the Outstanding Debt Securities of all each series at the time outstanding (determined as provided in Section 8.4) affected by such supplemental indenture (voting as one class)indenture, the Company, when authorized by a Resolution resolution of the CompanyBoard of Directors, and the Trustee may from time to time and at any time enter into an indenture Indenture or indentures Indentures supplemental hereto (which shall be in conformity with conform to the provisions of the Trust Indenture Act as in force at the date of 1939 as then in effectexecution thereof) 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 or of modifying in any manner the rights of the holders Holders of the Debt Securities of each such series; provided, however, that no such -------- supplemental indenture shall (i) change the fixed Maturity of any Securitiesindenture, 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 amount payable upon any redemption thereof, or adversely affect any right to convert the Securities in accordance therewith, or reduce the amount to be 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 in any coin or currency other than that provided in the Security without the consent of the holder Holders of each Debt Security so affected, shall (i) reduce the percentage in principal amount of Debt Securities of any series whose Holders must consent to an amendment; (ii) reduce the aforesaid percentage rate of Securities, or extend the holders time for payment of which are required interest on any Debt Security or Coupon or reduce the amount of any payment to consent be made with respect to any such supplemental indenture without Coupon; (iii) reduce the consent principal of or change the Stated Maturity of the holders principal of, or any installment of all principal of or interest on, any Debt Security or reduce the amount of principal of any Original Issue Discount Security that would be due and payable upon declaration of acceleration of maturity; (iv) reduce the premium payable upon the redemption of any Debt Security or change the time at which any Debt Security may or shall be redeemed in accordance with Article III; (v) make any Debt Security payable in Currency other than that stated in the Debt Security; (vi) release any security that may have been granted in respect of the Debt Securities; (vii) make any change in Section 6.06 or the second sentence of this Section 9.02; (viii) change any obligation of the Company to pay additional interest pursuant to Section 4.06; (ix) limit the obligation of the Company to maintain a paying agency outside the United States for payment on Bearer Securities then outstandingas provided in Section 4.02 or limit the obligation of the Company to redeem an Affected Security as provided in Section 3.02(b); (x) change any Place of Payment where any Debt Security or any premium or interest thereon is payable; (xi) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity of any Debt Security (or in the case of redemption, on or after the date fixed for redemption); or (iiixii) modify any of the provisions of this Section, Section 4.6 4.09 or Section 6.66.06, 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 Holder of each Outstanding Debt Security so affected; affected thereby, provided, however, that, in that this Section 9.02 shall not be deemed to require the case of the Securities of a series issued to a CNG Trust, so long as any of the corresponding series of Preferred Securities issued by such CNG 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 -------- ------- consent of any Event of Default Holder with respect to such series changes in the references to "the Trustee" and concomitant changes in this Section, Section 4.09, 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 deletion of this Indenture that would impair proviso, in accordance with the rights requirements 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 Section 7.08 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 full9.01(j). A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has been expressly been included solely for the benefit of one or more particular series of Debt Securities or Preferred Securitiesand Coupons, if any, or which modifies the rights of holders the Holders of Debt Securities or holders of Preferred Securities and Coupons 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 Debt Securities or holders of Preferred Securities and Coupons, if any, of any other series. Upon the request of the Company, accompanied by a copy of a Resolution resolution of the Company certified by the Corporate Secretary or an Assistant Corporate Secretary Board of the Company Directors authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders Holders 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, discretion but shall not be obligated to, to enter into such supplemental indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon (subject to Section 7.01), an Officers' Certificate and an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. It shall not be necessary for the consent of the Securityholders Holders under this Section 9.02 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 After an amendment under this SectionSection 9.02 becomes effective, the Company shall mail a notice to the holders Holders of Debt Securities of each series so affected, setting forth in general terms the substance of affected thereby a notice briefly describing such supplemental indentureamendment. Any The failure of the Company to mail give such noticenotice to all such Holders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such supplemental indenturean amendment under this Section 9.02.

Modification of Indenture with Consent. of Holders of a Majority in Principal Amount of ---------------------------------------------------- Securities. With the consent (evidenced as provided in Section 8.18.01) of the holders ---------- Holders of not less than a majority in principal amount of the Securities of all series at the time outstanding Outstanding (determined as provided in Section 8.48.04) affected by such supplemental indenture Supplemental Indenture (voting as one class), the Company, when authorized by a Resolution of the Company, Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall be in conformity 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 Supplemental Indenture or of modifying in any manner the rights of the holders Holders of the Securities of each such seriesseries or the Coupons appertaining to such Securities; provided, however, that no such supplemental indenture shall Supplemental Indenture shall, without the consent of the Holders of each Outstanding Security affect thereby: (ia) change the fixed Stated Maturity of any Securitiesthe principal of, or reduce the rate any installment of principal of or extend the time of payment of interest on, any interest thereon or on any overdue principal amount Security, or reduce the principal amount thereof, thereof or change the provisions pursuant to which the rate of interest on thereon or 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 amount premium payable upon any the redemption thereof, or adversely affect any right to convert the Securities in accordance therewith, or reduce the amount to be paid at Maturity or upon redemption in Capital Stock or make of the principal thereof of an Original Issue Discount Security or any interest thereon other Security which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 6.01, or on change any overdue principal amount payable in any place of payment where, or the coin or currency other than that provided in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the Security without case of redemption, on or after the date fixed for redemption), or modify the provisions of this Indenture with respect to this subordination of the Securities in a manner adverse to the Holders, or (b) Reduce the percentage in principal amount of the Outstanding Securities the consent of the holder of each Security so affected, (ii) reduce the aforesaid percentage of Securities, the holders Holders of which are is required to consent to for any such supplemental indenture without Supplemental Indenture, or the consent of the holders Holders of all Securities then outstanding, which is required for any waiver (iiiof compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) modify provided for in this Indenture or (c) Change the time of payment or reduce the amount of any minimum sinking account or fund payment or (d) Modify any of the provisions of this Section, Section 4.6 or Section 6.610.02, 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 Holder of each Security so affected; provided, however, that, in the case of the Securities of a series issued to a CNG Trust, so long as any of the corresponding series of Preferred Securities issued by such CNG 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 fullaffected thereby. 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 holders Holders of Securities or holders of Preferred Securities of such series series, or of Coupons appertaining to such Securities, 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 other seriesseries or of the Coupons appertaining to such Securities. Upon the request of the Company, accompanied by a copy of a Resolution resolution of the Board of Directors (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to a Company Order) certified by the Corporate Secretary secretary or an Assistant Corporate Secretary assistant secretary of the Company authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders the Holders of the Securities as aforesaidaforesaid and other documents, if any, required by Section 8.01, 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 to this Section, the Company Trustee shall mail a give notice thereof (i) to the holders Holders of then Outstanding Registered Securities of each series affected thereby, by mailing a notice thereof by first-class mail to such Holders at their addresses as they shall appear on the Security Register, (ii) if any Unregistered Securities of a series affected thereby are then Outstanding, to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act, by mailing a notice thereof by first-class mail to such Holders at such addresses as were so affectedfurnished to the Trustee and (iii) if any Unregistered Securities of a series affected thereby are then Outstanding, setting to all Holders thereof, by publication of a notice thereof at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York and at least once in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), and in each case such notice shall set forth in general terms the substance of such supplemental indenture. Any failure of the Company to mail give 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 at Least a Majority in Principal Amount of Outstanding Securities. . (a) With the consent (evidenced as provided in Section 8.1) of the holders Holders of not less than a majority in principal amount of the Outstanding Securities of all each series at the time outstanding (determined as provided in Section 8.4) affected by such supplemental indenture (voting as one class)indenture, by Act of said Holders delivered to the Company, the Guarantor and the Trustee, the Company, when authorized by a Resolution of Board Resolution, the CompanyGuarantor, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall 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 or of modifying in any manner the rights of the holders Holders of the Securities of each such seriesseries under this Indenture; provided, however, that no such supplemental indenture shall will, without the consent of the Holder of each Outstanding Security affected thereby: (i) change the fixed Stated Maturity of any Securitiesthe principal of, or reduce the rate any installment of principal of or extend the time of payment of interest on, any interest thereon or on any overdue principal amount Security, or reduce the principal amount thereof, thereof or change the provisions pursuant to which the rate of interest on thereon or 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 amount premium payable upon any the redemption thereof, or adversely affect any right to convert the Securities in accordance therewith, or reduce the amount to be paid at Maturity or upon redemption in Capital Stock or make of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 8.01(b), or change any interest thereon Place of Payment where, or on any overdue principal amount payable in any the coin or currency other than that provided in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the Security without case of redemption, on or after the consent of the holder of each Security so affected, Redemption Date); (ii) reduce the aforesaid percentage in principal amount of Securitiesthe Outstanding Securities of any series, the holders of which are required to consent to any such supplemental indenture without the consent of the holders Holders of all Securities then outstandingwhich is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (iii) modify any of the provisions of this SectionSection 10.02, Section 4.6 8.01(d) or Section 6.66.06, except to increase the percentage in principal amount of Holders required under any such percentage Section 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 Holder of each Outstanding Security so affected; affected thereby, provided, however, that, in that this clause (iii) will not be deemed to require the case of the Securities of a series issued to a CNG Trust, so long as any of the corresponding series of Preferred Securities issued by such CNG 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 consent of any Event of Default Holder with respect to such series changes in the references to “the Trustee” and concomitant changes in this Section 10.02 and Section 6.06, 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 deletion of this Indenture that would impair proviso, in accordance with the rights requirements 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 Sections 9.10 and until the principal 10.01(g). (and premium, if anyb) 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 holders the Holders of Securities or holders of Preferred Securities of such series with respect to such covenant or other provision, shall will be deemed not to affect the rights under this Indenture of the holders Holders of Securities or holders of Preferred Securities of any other series. Upon the request of the Company, accompanied by a 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, and upon the filing with the Trustee of evidence of the consent of 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. . (c) It shall will not be necessary for the consent any Act of the Securityholders Holders under this Section 10.02 to approve the particular form of any proposed supplemental indenture, but it shall will be sufficient if such consent shall approve Act approves 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.