Common use of Supplement to Article Eight of the Original Indenture Clause in Contracts

Supplement to Article Eight of the Original Indenture. Section 801 of the Original Indenture is superseded with respect to the Notes by the following provisions: The Company will not, in any transaction or series of transactions, consolidate with or merge into any other Person (other than a merger of a Subsidiary or any other Person into the Company in which the Company is the continuing corporation), or sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person, unless: (i) either (a) the Company shall be the continuing Person or (b) the Person (if other than the Company) formed by such consolidation or which acquires, by sale, assignment, conveyance, transfer, lease or other disposition, all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole (such Person, the "Surviving Entity"), shall be a Person organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia, the Bahamas, Barbados, Bermuda, the British Virgin Islands, the Cayman Islands, any of the Channel Islands, France, the Netherlands or the Netherlands Antilles and shall expressly assume, by a supplement to this Indenture, the due and punctual payment of all amounts owing on all the Notes and the performance of the Company's covenants and obligations under this Indenture; (ii) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Event of Default or Default shall have occurred and be continuing or would result therefrom; (iii) in the event that the Company or the Surviving Entity is organized in a jurisdiction other than the United States which is different from the jurisdiction in which the obligor on the Notes was organized immediately before giving effect to the transaction or series of transactions, 29 (a) the Company or such Surviving Entity, as applicable, delivers to the Trustee an Opinion of Counsel stating that (1) the obligations of the Company or the Surviving Entity, as applicable, are enforceable under the laws of the new jurisdiction of its formation subject to customary exceptions and (2) the Holders of Notes will not recognize any income, gain or loss for U.S. federal income tax purposes as a result of the transaction or series of transactions and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such transaction or series of transactions had not occurred, (b) the Company or such Surviving Entity, as applicable, agrees in writing to submit to jurisdiction to the competent courts of the State of New York or the federal district court sitting in The City of New York and appoints an agent in the State of New York for the service of process, each under terms satisfactory to the Trustee and (c) the Board of Directors of the Company or the comparable governing body of such Surviving Entity, as applicable, determines in good faith that such transaction will have no material adverse effect on any Holder of Notes and a Board Resolution (or its equivalent if the Surviving Entity is not a corporation) to that effect is delivered to the Trustee; and (iv) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, assignment, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article and that all conditions precedent herein provided for relating to such transaction or series of transactions have been complied with.

Supplement to Article Eight of the Original Indenture. Section 801 of the Original Indenture is superseded with respect to the Notes Debentures by the following provisions: The Company will not, in any transaction or series of transactions, consolidate with or merge into any other Person (other than a merger of a Subsidiary or any other Person into the Company in which the Company is the continuing corporation), or sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of the assets of the Company and its the Subsidiaries, taken as a whole, to any Person, unless: (i) either (a) the Company shall be the continuing Person or (b) the Person (if other than the Company) formed by such consolidation or into which the Company is merged, or the Person which acquires, by sale, assignment, conveyance, transfer, lease or other disposition, all or substantially all of the assets of the Company and its the Subsidiaries, taken as a whole (such Person, the "Surviving Entity"), shall be a Person organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia, the Bahamas, Barbados, Bermuda, the British Virgin Islands, the Cayman Islands, any of the Channel Islands, France, the Netherlands or the Netherlands Antilles and shall expressly assume, by a supplement to this Indenture, the due and punctual payment of all amounts owing on all the Notes Debentures and the performance of the Company's covenants and obligations under this Indenture; (ii) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Event of Default or Default shall have occurred and be continuing or would result therefrom; (iii) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), the Company (or the Surviving Entity if the Company is not continuing) shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction or series of transactions; (iv) immediately after giving effect to any such transaction or series of transactions on a pro forma basis as if such transaction or series of transactions had occurred on the first day of the Determination Period, the Company (or the Surviving Entity if the Company is not continuing) would be permitted to incur $1.00 of additional Indebtedness pursuant to the tests described in the first sentence under the caption Section 1010 hereof; (v) in the event that the Company or the Surviving Entity is organized in a jurisdiction other than the United States which is different from the jurisdiction in which the obligor on the Notes Debentures was organized immediately before giving effect to the transaction or series of transactions, 29 (a) the Company or such Surviving Entity, as applicable, delivers to the Trustee an Opinion of Counsel stating that (1) the obligations of the Company or the Surviving Entity, as applicable, are enforceable under the laws of the new jurisdiction of its formation subject to customary exceptions and (2) the Holders of Notes Debentures will not recognize any income, gain or loss for U.S. federal income tax purposes as a result of the transaction or series of transactions and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such transaction or series of transactions had not occurred, (b) the Company or such Surviving Entity, as applicable, agrees in writing to submit to jurisdiction to the competent courts of the State of New York or the federal district court sitting in The City of New York and appoints an agent in the State of New York for the service of process, each under terms satisfactory to the Trustee and (c) the Board of Directors of the Company or the comparable governing body of such Surviving Entity, as applicable, determines in good faith that such transaction will have no material adverse effect on any Holder of Notes Debentures and a Board Resolution (or its equivalent if the Surviving Entity is not a corporation) to that effect is delivered to the Trustee; and (ivvi) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, assignment, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction or series of transactions have been complied with.

Supplement to Article Eight of the Original Indenture. Section 801 of the Original Indenture is superseded with respect to the Notes by the following provisions: The Company will not, in any transaction or series of transactions, consolidate with or merge into any other Person (other than a merger of a Subsidiary or any other Person into the Company in which the Company is the continuing corporation), or sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person, unless: (i) either (a) the Company shall be the continuing Person or (b) the Person (if other than the Company) formed by such consolidation or which acquires, by sale, assignment, conveyance, transfer, lease or other disposition, all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole (such Person, the "Surviving Entity"), shall be a Person organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia, the Bahamas, Barbados, Bermuda, the British Virgin Islands, the Cayman Islands, any of the Channel Islands, France, the Netherlands or the Netherlands Antilles and shall expressly assume, by a supplement to this Indenture, the due and punctual payment of all amounts owing on all the Notes and the performance of the Company's covenants and obligations under this Indenture; (ii) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Event of Default or Default shall have occurred and be continuing or would result therefrom; (iii) in the event that the Company or the Surviving Entity is organized in a jurisdiction other than the United States which is different from the jurisdiction in which the obligor on the Notes was organized immediately before giving effect to the transaction or series of transactions, 29 (a) the Company or such Surviving Entity, as applicable, delivers to the Trustee an Opinion of Counsel stating that (1) the obligations of the Company or the Surviving Entity, as applicable, are enforceable under the laws of the new jurisdiction of its formation subject to customary exceptions and (2) the Holders of Notes will not recognize any income, gain or loss for U.S. federal income tax purposes as a result of the transaction or series of transactions and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such transaction or series of transactions had not occurred, (b) the Company or such Surviving Entity, as applicable, agrees in writing to submit to jurisdiction to the competent courts of the State of New York or the federal district court sitting in The City of New York and appoints an agent in the State of New York for the service of process, each under terms satisfactory to the Trustee and (c) the Board of Directors of the Company or the comparable governing body of such Surviving Entity, as applicable, determines in good faith that such transaction will have no material adverse effect on any Holder of Notes and a Board Resolution (or its equivalent if the Surviving Entity is not a corporation) to that effect is delivered to the Trustee; and (iv) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, assignment, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article and that all conditions precedent herein provided for relating to such transaction or series of transactions have been complied with.

Supplement to Article Eight of the Original Indenture. Section 801 of the Original Indenture is superseded with respect to the Notes Debentures by the following provisions: The Company will not, in any transaction or series of transactions, consolidate with or merge into any other Person (other than a merger of a Subsidiary or any other Person into the Company in which the Company is the continuing corporation), or sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of the assets of the Company and its the Subsidiaries, taken as a whole, to any Person, unless: (i) either (a) the Company shall be the continuing Person or (b) the Person (if other than the Company) formed by such consolidation or into which the Company is merged, or the Person which acquires, by sale, assignment, conveyance, transfer, lease or other disposition, all or substantially all of the assets of the Company and its the Subsidiaries, taken as a whole (such Person, the "Surviving Entity"), shall be a Person organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia, the Bahamas, Barbados, Bermuda, the British Virgin Islands, the Cayman Islands, any of the Channel Islands, France, the Netherlands or the Netherlands Antilles and shall expressly assume, by a supplement to this Indenture, the due and punctual payment of all amounts owing on all the Notes Debentures and the performance of the Company's covenants and obligations under this Indenture; (ii) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Event of Default or Default shall have occurred and be continuing or would result therefrom; (iii) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), the Company (or the Surviving Entity if the Company is not continuing) shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction or series of transactions; (iv) immediately after giving effect to any such transaction or series of transactions on a pro forma basis as if such transaction or series of transactions had occurred on the first day of the Determination Period, the Company (or the Surviving Entity if the Company is not continuing) would be permitted to incur $1.00 of additional Indebtedness pursuant to the tests described in the first sentence under the caption Section 1010 hereof; (v) in the event that the Company or the Surviving Entity is organized in a jurisdiction other than the United States which is different from the jurisdiction in which the obligor on the Notes Debentures was organized immediately before giving effect to the transaction or series of transactions, 29 (a) the Company or such Surviving Entity, as applicable, delivers to the Trustee an Opinion of Counsel stating that (1) the obligations of the Company or the Surviving Entity, as applicable, are enforceable under the laws of the new jurisdiction of its formation subject to customary exceptions and (2) the Holders of Notes Debentures will not recognize any income, gain or loss for U.S. federal income tax purposes as a result of the transaction or series of transactions and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such transaction or series of transactions had not occurred, (b) the Company or such Surviving Entity, as applicable, agrees in writing to submit to jurisdiction to the competent courts of the State of New York or the federal district court sitting in The City of New York and appoints an agent in the State of New York for the service of process, each under terms satisfactory to the Trustee and (c) the Board of Directors of the Company or the comparable governing body of such Surviving Entity, as applicable, determines in good faith that such transaction will have no material adverse effect on any Holder of Notes Debentures and a Board Resolution (or its equivalent if the Surviving Entity is not a corporation) to that effect is delivered to the Trustee; and (ivvi) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, assignment, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction or series of transactions have been complied with.