Common use of Supplemental Indentures and Agreements with Consent of Holders Clause in Contracts

Supplemental Indentures and Agreements with Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes, by act of said Holders delivered to the Company, each Guarantor, if any, and the Trustee, the Company and each Guarantor (if a party thereto) when authorized by a Certified Resolution, and the Trustee, may enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Guarantee in form and substance satisfactory to the Trustee, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Supplemental Indenture or the Initial Indenture or of modifying in any manner the rights of the Holders under this Supplemental Indenture, the Initial Indenture, the Notes or any Guarantee; provided, however, that no such supplemental indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) extend the Stated Maturity of the principal of, or any installment of interest on, any Note, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Note or any premium or the 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 case of redemption, on or after the redemption date thereof); (b) following the occurrence of a Change of Control, amend, change or modify the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 3.2, including amending, changing or modifying any definitions with respect thereto; (c) reduce the percentage in principal amount of the Outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Supplemental Indenture or the Initial Indenture or certain defaults hereunder and their consequences provided for in this Supplemental Indenture or the Initial Indenture or with respect to any Guarantee; (d) modify any of the provisions of this Section 8.2, Section 3.5 of this Supplemental Indenture, or Section 7.5 of the Initial Indenture, except to increase any such percentage or to provide that certain other provisions of this Supplemental Indenture or the Initial Indenture cannot be modified or waived without the consent of the Holder of each Note affected thereby; or (e) except as otherwise permitted under Article Ten of the Initial Indenture, consent to the assignment or transfer by the Company of any of its rights and obligations under this Supplemental Indenture or the Initial Indenture. Upon the written request of the Company and each Guarantor, if any, accompanied by a copy of a Certified Resolution authorizing the execution of any such supplemental indenture or Guarantee, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or Guarantee. It shall not be necessary for any act of Holders under this Section 8.2 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guarantee, but it shall be sufficient if such act shall approve the substance thereof.

Supplemental Indentures and Agreements with Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes, by act of said Holders delivered to the Company, each Guarantor, if any, and the Trustee, the Company and each Guarantor (if a party thereto) when authorized by a Certified Resolution, and the Trustee, may enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Guarantee in form and substance satisfactory to the Trustee, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Supplemental Indenture or the Initial Indenture or of modifying in any manner the rights of the Holders under this Supplemental Indenture, the Initial Indenture, the Notes or any Guarantee; provided, however, that no such supplemental indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) extend the Stated Maturity of the principal of, or any installment of interest on, any Note, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Note or any premium or the 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 case of redemption, on or after the redemption date thereof); (b) following the occurrence of a Change of ControlControl Triggering Event, amend, change or modify the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control Triggering Event in accordance with Section 3.2, including amending, changing or modifying any definitions with respect thereto; (c) reduce the percentage in principal amount of the Outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Supplemental Indenture or the Initial Indenture or certain defaults hereunder and their consequences provided for in this Supplemental Indenture or the Initial Indenture or with respect to any Guarantee; (d) modify any of the provisions of this Section 8.2, Section 3.5 of this Supplemental Indenture, or Section 7.5 of the Initial Indenture, except to increase any such percentage or to provide that certain other provisions of this Supplemental Indenture or the Initial Indenture cannot be modified or waived without the consent of the Holder of each Note affected thereby; or; (e) except as otherwise permitted under Article Ten of the Initial Indenture, consent to the assignment or transfer by the Company of any of its rights and obligations under this Supplemental Indenture or the Initial Indenture; or (f) change the currency of payment of principal, premium (if any) or interest on the Notes. Upon the written request of the Company and each Guarantor, if any, accompanied by a copy of a Certified Resolution authorizing the execution of any such supplemental indenture or Guarantee, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or Guarantee. It shall not be necessary for any act of Holders under this Section 8.2 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guarantee, but it shall be sufficient if such act shall approve the substance thereof.

Supplemental Indentures and Agreements with Consent of Holders. With Except as permitted by Section 9.1, with the consent of the Holders of not less than at least a majority in aggregate principal amount of the Outstanding NotesSecurities, by act Act of said Holders delivered to the Company, each Guarantor, if any, Company and the Trustee, the Company and each Guarantor (if a party thereto) when authorized by a Certified ResolutionBoard Resolutions, and the Trustee, Trustee may (i) enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Guarantee in form and substance satisfactory to the Trustee, for the purpose of adding any provisions to or amending, modifying or changing in any manner or eliminating any of the provisions of this Supplemental Indenture or the Initial Indenture or Securities (including, but not limited to, for the purpose of modifying in any manner the rights of the Holders under this Supplemental Indenture, Indenture or the Initial Indenture, Securities) or (ii) waive compliance with any provision in this Indenture or the Notes or any GuaranteeSecurities (other than waivers of past Defaults covered by Section 5.13 and waivers of covenants which are covered by Section 10.18); provided, however, that so long as any of the Senior Notes are outstanding, the consent of the holders of a majority of the outstanding principal amount of Senior Notes shall also be required to amend the Cash Interest provisions of Section 3.1 of the Indenture and in the form of the Securities; provided, further, that no such supplemental indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding Note Security affected thereby: (a) extend change the Stated Maturity of the principal of, or any installment of interest on, or change to an earlier date any Noteredemption date of, or waive a default in the payment of the principal or interest on, any such Security or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Note Security or any premium or the 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 case of redemption, on or after the redemption date thereofRedemption Date); (b) following the occurrence of a Change of Control, amend, change or modify the obligation of the Company to make and consummate an Offer with respect to any Asset Sale or Asset Sales in accordance with Section 10.12 or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 3.210.13, including including, in each case, amending, changing or modifying any definitions with respect relating thereto; (c) reduce the percentage in principal amount of the Outstanding NotesSecurities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of or compliance with certain provisions of this Supplemental Indenture or the Initial Indenture or certain defaults hereunder and their consequences provided for in this Supplemental Indenture or the Initial Indenture or with respect to any GuaranteeIndenture; (d) modify any of the provisions of this Section 8.2, Section 3.5 of this Supplemental Indenture, 9.2 or Section 7.5 of the Initial Indenture5.13 or 10.18, except to increase the percentage of such Outstanding Securities required for any such percentage actions or to provide that certain other provisions of this Supplemental Indenture or the Initial Indenture cannot be modified or waived without the consent of the Holder of each Note such Security affected thereby; or; (e) except as otherwise permitted under Article Ten of the Initial IndentureVIII, consent to the assignment or transfer by the Company of any of its rights and obligations under hereunder; or (f) amend or modify any of the provisions of Article XIII of this Supplemental Indenture or in any manner adverse to the Initial IndentureHolders. Upon the written request of the Company and each Guarantor, if any, accompanied by a copy of a Certified Resolution Board Resolutions authorizing the execution of any such supplemental indenture or Guaranteeindenture, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or Guaranteeindenture. It shall not be necessary for any act Act of Holders under this Section 8.2 9.2 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guarantee, but it shall be sufficient if such act Act shall approve the substance thereof.

Supplemental Indentures and Agreements with Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes, by act of said Holders delivered to the Company, each Guarantor, if any, and the Trustee, the Company and each Guarantor (if a party thereto) when authorized by a Certified Resolution, and the Trustee, may enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Guarantee in form and substance satisfactory to the Trustee, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Supplemental Indenture or the Initial Indenture or of modifying in any manner the rights of the Holders under this Supplemental Indenture, the Initial Indenture, the Notes or any Guarantee; provided, however, that no such supplemental indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) extend the Stated Maturity of the principal of, or any installment of interest on, any Note, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Note or any premium or the 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 case of redemption, on or after the redemption date thereof); (b) following the occurrence of a Change of Control, amend, change or modify the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 3.2, including amending, changing or modifying any definitions with respect thereto; (c) reduce the percentage in principal amount of the Outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Supplemental Indenture or the Initial Indenture or certain defaults hereunder and their consequences provided for in this Supplemental Indenture or the Initial Indenture or with respect to any Guarantee; (d) modify any of the provisions of this Section 8.2, Section 3.5 of this Supplemental Indenture, or Section 7.5 of the Initial Indenture, except to increase any such percentage or to provide that certain other provisions of this Supplemental Indenture or the Initial Indenture cannot be modified or waived without the consent of the Holder of each Note affected thereby; or (e) except as otherwise permitted under Article Ten of the Initial Indenture, consent to the assignment or transfer by the Company of any of its rights and obligations under this Supplemental Indenture or the Initial Indenture. , Upon the written request of the Company and each Guarantor, if any, accompanied by a copy of a Certified Resolution authorizing the execution of any such supplemental indenture or Guarantee, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or Guarantee. It shall not be necessary for any act of Holders under this Section 8.2 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guarantee, but it shall be sufficient if such act shall approve the substance thereof.

Supplemental Indentures and Agreements with Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding NotesSecurities, by act Act of said Holders delivered to the Company, each Guarantor, if any, and the Trustee, the Company Company, and each Guarantor (if a party thereto) when authorized by a Certified Board Resolution, and the Trustee, Trustee may enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Guarantee in form and substance satisfactory to the Trustee, Trustee for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Supplemental Indenture or the Initial Indenture or of modifying in any manner the rights of the Holders under this Supplemental Indenture, the Initial Indenture, the Notes Securities or any Guarantee; provided, however, that no such supplemental indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding Note Security affected thereby: (a) extend change the Stated Maturity of the principal of, or any installment of interest on, any NoteSecurity, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Note Security or any premium or the 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 case of redemption, on or after the redemption date thereofRedemption Date) (other than the provisions of Section 1012); (b) following the occurrence of a Change of Control, amend, change or modify the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 3.21015, including amending, changing or modifying any definitions with respect thereto; (c) reduce the percentage in principal amount of the Outstanding NotesSecurities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of or compliance with certain provisions of this Supplemental Indenture or the Initial Indenture or certain defaults hereunder and their consequences provided for in this Supplemental Indenture or the Initial Indenture or with respect to any Guarantee; (d) modify any of the provisions of this Section 8.2, Section 3.5 of this Supplemental Indenture, 902 or Section 7.5 of the Initial IndentureSections 513 or 1021, except to increase the percentage in principal amount of the Outstanding Securities, the consent of whose Holders is required for any such percentage actions or to provide that certain other provisions of this Supplemental Indenture or the Initial Indenture cannot be modified or waived without the consent of the Holder of each Note Security affected thereby; or; (e) except as otherwise permitted under Article Ten of the Initial IndentureEight, consent to the assignment or transfer by the Company or any Guarantor of any of its rights and obligations under this Supplemental Indenture; or (f) amend or modify any of the provisions of this Indenture relating to the ranking of the Securities or any Guarantee in any manner adverse to the Initial IndentureHolders of the Securities or any Guarantee; provided, further that no such modification or amendment may without the consent of the holders of 66 2/3% of the Outstanding Securities affected thereby, amend, change or modify the obligation of the Company to make and consummate an Offer with respect to any Asset Sale of Asset Sales in accordance with Section 1012, including amending, changing or modifying any definitions with respect thereto. Upon the written request of the Company and each Guarantor, if any, accompanied by a copy of a Certified Board Resolution authorizing the execution of any such supplemental indenture or Guarantee, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall shall, subject to Section 903, join with the Company and each Guarantor in the execution of such supplemental indenture or Guarantee. It shall not be necessary for any act Act of Holders under this Section 8.2 902 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guarantee, but it shall be sufficient if such act Act shall approve the substance thereof.

Supplemental Indentures and Agreements with Consent of Holders. With Except as permitted by Section 9.01, with the consent of the Holders of not less than at least a majority in aggregate principal amount of the Outstanding NotesSecurities, by act Act of said Holders delivered to the Company, each Guarantor, if any, Company and the Trustee, the Company and each Guarantor (if a party thereto) Company, when authorized by a Certified ResolutionBoard Resolutions, and the Trustee, Trustee may (i) enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Guarantee in form and substance satisfactory to the Trustee, for the purpose of adding any provisions to or amending, modifying or changing in any manner or eliminating any of the provisions of this Supplemental Indenture or the Initial Indenture or Securities (including but not limited to, for the purpose of modifying in any manner the rights of the Holders under this Supplemental IndentureIndenture or the Securities) or (ii) waive compliance with any provision in this Indenture or the Securities (other than waivers of past Defaults covered by Section 5.13 and waivers of covenants which are covered by Section 10.12); PROVIDED, the Initial Indenture, the Notes or any Guarantee; provided, howeverHOWEVER, that no such supplemental indenture, indenture or agreement or instrument shall, without the consent of the Holder of each Outstanding Note Security affected thereby: (a) extend reduce the percentage in principal amount of the Outstanding Securities, the consent of whose Holders is required for any such supplemental indenture or agreement, or the consent of whose Holders is required for any waiver or compliance with certain provisions of this Indenture; (b) change the Stated Maturity of the principal of, or any installment of interest on, or extend the time for payment of interest on any NoteSecurity, or change to an earlier date any Redemption Date of, or waive a default in the payment of the principal or interest on, any such Security or otherwise alter the provisions with respect to the redemption of the Securities in a manner adverse to Holders, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Note Security or any premium or the 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 case of redemption, on or after the redemption date thereofRedemption Date); (b) following the occurrence of a Change of Control, amend, change or modify the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 3.2, including amending, changing or modifying any definitions with respect thereto;; and (c) reduce the percentage in principal amount of the Outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Supplemental Indenture or the Initial Indenture or certain defaults hereunder and their consequences provided for in this Supplemental Indenture or the Initial Indenture or with respect to any Guarantee; (d) modify any of the provisions of this Section 8.29.02 or Sections 5.13, Section 3.5 of this Supplemental Indenture, 10.01 or Section 7.5 of the Initial Indenture, except to increase any such percentage or to provide that certain other provisions of this Supplemental Indenture or the Initial Indenture cannot be modified or waived without the consent of the Holder of each Note affected thereby; or (e) except as otherwise permitted under Article Ten of the Initial Indenture, consent to the assignment or transfer by the Company of any of its rights and obligations under this Supplemental Indenture or the Initial Indenture. Upon the written request of the Company and each Guarantor, if any, accompanied by a copy of a Certified Resolution authorizing the execution of any such supplemental indenture or Guarantee, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or Guarantee. It shall not be necessary for any act of Holders under this Section 8.2 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guarantee, but it shall be sufficient if such act shall approve the substance thereof10.

Supplemental Indentures and Agreements with Consent of Holders. With Except as permitted by Section 9.1, with the consent of the Holders of not less than at least a majority in aggregate principal amount of the Outstanding Notes, by act Act of said Holders delivered to the Company, each Guarantor, if any, Company and the Trustee, the Company and each Guarantor (if a party thereto) when authorized by a Certified ResolutionBoard Resolutions, the Guarantor and the Trustee, Trustee may (i) enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Guarantee in form and substance satisfactory to the Trustee, for the purpose of adding any provisions to or amending, modifying or changing in any manner or eliminating any of the provisions of this Supplemental Indenture Indenture, the Security Documents, the Intercreditor Agreement or the Initial Indenture or Notes (including, but not limited to, for the purpose of modifying in any manner the rights of the Holders under this Supplemental Indenture, the Initial IndentureNotes, the Security Documents or the Intercreditor Agreement) or (ii) waive compliance with any provision in this Indenture or the Notes or any Guarantee(other than waivers of past Defaults covered by Section 5.13 and waivers of covenants which are covered by Section 10.19); provided, however, that no such supplemental indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) extend change the Stated Maturity of the principal of, or any installment of interest on, or change to an earlier date any Noteredemption date of, or waive a default in the payment of the principal or interest on, any such Note or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Note or any premium or the 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 case of redemption, on or after the redemption date thereofRedemption Date); (b) following the occurrence of a Change of Control, amend, change or modify the obligation of the Company to make and consummate an Offer with respect to any Asset Sale or Asset Sales in accordance with Section 10.12 or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 3.210.13, including including, in each case, amending, changing or modifying any definitions with respect relating thereto; (c) reduce the percentage in principal amount of the Outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of or compliance with certain provisions of this Supplemental Indenture or the Initial Indenture or certain defaults hereunder and their consequences provided for in this Supplemental Indenture or the Initial Indenture or with respect to any GuaranteeIndenture; (d) modify any of the provisions of this Section 8.2, Section 3.5 of this Supplemental Indenture, 9.2 or Section 7.5 of the Initial Indenture5.13 or Section 10.19, except to increase the percentage of such Outstanding Notes required for any such percentage actions or to provide that certain other provisions of this Supplemental Indenture or the Initial Indenture cannot be modified or waived without the consent of the Holder of each such Note affected thereby; or; (e) except as otherwise permitted under Article Ten of the Initial IndentureVIII, consent to the assignment or transfer by the Company of any of its rights and obligations hereunder; (f) amend or modify any of the ranking provisions of the Indenture in any manner adverse to the Holders of the Notes; or (g) release any Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or this Supplemental Indenture or otherwise than in accordance with the Initial terms of this Indenture. Upon the written request of the Company and each Guarantor, if any, accompanied by a copy of a Certified Resolution Board Resolutions authorizing the execution of any such supplemental indenture or Guaranteeindenture, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or Guaranteeindenture. It shall not be necessary for any act Act of Holders under this Section 8.2 9.2 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guarantee, but it shall be sufficient if such act Act shall approve the substance thereof.

Supplemental Indentures and Agreements with Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes, by act of said Holders delivered to the Company, each GuarantorGuar antor, if any, and the Trustee, the Company and each Guarantor (if a party thereto) when authorized by a Certified Resolution, and the Trustee, may enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Guarantee in form and substance satisfactory to the Trustee, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Supplemental Indenture or the Initial Indenture or of modifying in any manner the rights of the Holders under this Supplemental Indenture, the Initial Indenture, the Notes or any Guarantee; provided, however, that no such supplemental indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) extend the Stated Maturity of the principal of, or any installment of interest on, any Note, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Note or any premium or the 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 case of redemption, on or after the redemption date thereof); (b) following the occurrence of a Change of ControlControl Triggering Event, amend, change or modify the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control Triggering Event in accordance with Section 3.2, including amending, changing or modifying any definitions with respect thereto; (c) reduce the percentage in principal amount of the Outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Supplemental Indenture or the Initial Indenture or certain defaults hereunder and their consequences provided for in this Supplemental Indenture or the Initial Indenture or with respect to any Guarantee; (d) modify any of the provisions of this Section 8.2, Section 3.5 of this Supplemental Indenture, or Section 7.5 of the Initial Indenture, except to increase any such percentage or to provide that certain other provisions of this Supplemental Indenture or the Initial Indenture cannot be modified or waived without the consent of the Holder of each Note affected thereby; or; (e) except as otherwise permitted under Article Ten of the Initial Indenture, consent to the assignment or transfer by the Company of any of its rights and obligations under this Supplemental Indenture or the Initial Indenture; or (f) change the currency of payment of principal, premium (if any) or interest on the Notes. Upon the written request of the Company and each Guarantor, if any, accompanied by a copy of a Certified Resolution authorizing the execution of any such supplemental indenture or Guarantee, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or Guarantee. It shall not be necessary for any act of Holders under this Section 8.2 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guarantee, but it shall be sufficient if such act shall approve the substance thereof.

Supplemental Indentures and Agreements with Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding outstanding Notes, by act of said Holders delivered to the Company, each Guarantor, if any, and the Trustee, the Company and each Guarantor (if a party thereto) when authorized by a Certified Resolutionboard resolution, and the Trustee, may enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Guarantee in form and substance satisfactory to the Trustee, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Supplemental Indenture or the Initial Indenture or of modifying in any manner the rights of the Holders under this Supplemental Indenture, the Initial Indenture, the Notes or any Guarantee; provided, however, that no such supplemental indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding outstanding Note affected thereby: (a) extend change the Stated Maturity of the principal of, or any installment of interest on, any Note, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Note or any premium or the 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 case of redemption, on or after the redemption date thereof); (b) following the occurrence of a Change of Control, amend, change or modify the obligation of the Company to make and consummate an Offer with respect to any Asset Sale or Asset Sales in accordance with Section 4.14 or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 3.24.16, including amending, changing or modifying any definitions with respect thereto; (c) reduce the percentage in principal amount of the Outstanding outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Supplemental Indenture or the Initial Indenture or certain defaults hereunder and their consequences provided for in this Supplemental Indenture or the Initial Indenture or with respect to any Guarantee; (d) modify any of the provisions of this Section 8.28.02, Section 3.5 of this Supplemental Indenture, 4.21 or Section 7.5 of the Initial Indenture6.03, except to increase any such percentage or to provide that certain other provisions of this Supplemental Indenture or the Initial Indenture cannot be modified or waived without the consent of the Holder of each Note affected thereby; or; (e) except as otherwise permitted under Article Ten of the Initial IndentureFive, consent to the assignment or transfer by the Company or any Guarantor of any of its rights and obligations under this Supplemental Indenture; or (f) amend or modify any of the provisions of this Indenture to cause the Notes or the Initial Indentureany Guarantee to be subordinate to any other Indebtedness. Upon the written request of the Company and each Guarantor, if any, accompanied by a copy of a Certified Resolution board resolution authorizing the execution of any such supplemental indenture or Guarantee, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or Guarantee. It shall not be necessary for any act of Holders under this Section 8.2 8.02 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guarantee, but it shall be sufficient if such act shall approve the substance thereof.

Supplemental Indentures and Agreements with Consent of Holders. With Except as permitted by Section 9.01 or as provided pursuant to Section 3.01, with the consent of the Holders of not less than at least a majority in aggregate principal amount of the Outstanding NotesSecurities of any series of Securities (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, such Securities), by act Act of said Holders delivered to the Company, each Guarantor, if any, Company and the Trustee, the Company and each Guarantor (if a party thereto) the Guarantors when authorized by a Certified ResolutionBoard Resolutions, and the Trustee, Trustee may (i) enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Guarantee in form and substance satisfactory to the Trustee, for the purpose of adding any provisions to to, amending, modifying or changing in any manner manner, or eliminating any of the provisions of this Supplemental Indenture with respect to such series, of any supplemental indenture with respect to such series or the Initial Indenture or Securities of such series (including but not limited to, for the purpose of modifying in any manner the rights of the Holders of such series under this Supplemental Indenture, Indenture with respect to such series or the Initial Indenture, Securities of such series) or (ii) waive compliance with any provision in this Indenture with respect to such series or the Notes or any GuaranteeSecurities of such series (other than waivers of past defaults covered by Section 5.13); provided, however, that no such supplemental indenture, agreement agreement, instrument or instrument waiver shall, without the consent of the each Holder of each Outstanding Note a Security of such series affected thereby: (a) extend reduce the principal amount of Securities of such series whose Holders must consent to an amendment, supplement or waiver; (b) reduce the rate of or change the time for payment of interest on any Securities of such series; (c) reduce the principal of or change the Stated Maturity of the principal of, or any installment Security of interest on, any Note, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, such series or change the coin optional redemption dates or currency optional redemption prices from those set forth in any supplemental indenture or Board Resolution applicable to such series of Securities (except amendments or changes to any notice provisions, which may be amended with the principal consent of any Note or any premium or Holders of a majority of the interest thereon is payable, or Securities of such series); (d) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the redemption date thereof); (b) following the occurrence of a Change of Control, amend, change or modify the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 3.2, including amending, changing or modifying any definitions with respect thereto; (c) reduce the percentage in principal amount of the Outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Supplemental Indenture or the Initial Indenture or certain defaults hereunder and their consequences provided for in this Supplemental Indenture or the Initial Indenture or with respect to any Guaranteethe Securities of such series or the Guarantees of such Securities, if any; (de) make the Securities of such series payable in currency other than that stated in such Securities; (f) modify any of the provisions of this Section 8.2, Section 3.5 of this Supplemental Indenture, 9.02 or Section 7.5 5.13; (g) release any Guarantor from any of the Initial its obligations under its Guarantee of such Securities or this Indenture, except to increase in accordance with the terms of this Indenture; (h) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on such Securities (except a rescission of acceleration of such Securities by the Holders of at least a majority in aggregate principal amount of such Securities and a waiver of the payment default that resulted from such acceleration); (i) make any such percentage or to provide that certain other change in the provisions of this Supplemental Indenture relating to waivers of past Defaults or the Initial Indenture cannot be modified rights of Holders of such Securities to receive payments of principal of, or waived without the consent of the Holder of each Note affected therebyinterest or premium, if any, on such Securities; or (ej) except as otherwise permitted under Article Ten of the Initial Indenture, consent waive a redemption payment with respect to the assignment or transfer by the Company of any of its rights and obligations under this Supplemental Indenture or the Initial IndentureSecurity. Upon the written request of the Company and each Guarantor, if anyCompany, accompanied by a copy of a Certified Resolution Board Resolutions authorizing the execution of any such supplemental indenture or Guaranteeindenture, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or Guaranteeindenture. It shall not be necessary for any act Act of Holders under this Section 8.2 9.02 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guaranteeindenture, but it shall be sufficient if such act Act shall approve the substance thereof. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of Holders with respect to such covenant or other provisions, shall be deemed not to affect the rights under this Indenture of the Holders of any other series.

Supplemental Indentures and Agreements with Consent of Holders. With Except as permitted by Section 9.01, with the consent of the Holders of not less than at least a majority in aggregate principal amount of the Outstanding NotesSecurities (including consents obtained in connection with a tender offer or exchange offer for Securities), by act Act of said Holders delivered to the Company, each Guarantor, if any, and the Trustee, the Company and each Guarantor (if a party thereto) when authorized by a Certified ResolutionBoard Resolutions, and the TrusteeTrustee (and, if applicable, the Collateral Agent) may (i) enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Guarantee or any Collateral Document in form and substance satisfactory to the Trustee, for the purpose of adding any provisions to or amending, modifying or changing in any manner or eliminating any of the provisions of this Supplemental Indenture Indenture, the Securities, the Collateral Documents or any Guarantee (including but not limited to, for the Initial Indenture or purpose of modifying in any manner the rights of the Holders under this Supplemental Indenture, the Initial Securities, the Collateral Documents or any Guarantee) or (ii) waive compliance with any provision in this Indenture, the Notes Securities, the Collateral Documents, or any GuaranteeGuarantee (other than waivers of past Defaults covered by Section 5.13 and waivers of covenants which are covered by Section 10.20); provided, however, that no such supplemental indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding Note Security affected thereby: (a) extend : change the Stated Maturity of the principal of, or any installment of interest on, or change to an earlier date any NoteRedemption Date of, or waive a default in the payment of the principal of, premium, if any, or interest on, any such Security or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Note such Security or any premium or the 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 case of redemption, on or after the redemption date thereofRedemption Date); (b) following , or otherwise amend, modify or waive the occurrence provisions of a Change of ControlSection 11.01(d); after the obligation to purchase Securities arises thereunder, amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance or make and consummate an Offer with Section 3.2respect to any Net Cash Proceeds Transaction that has been consummated or, including amendingafter such Change of Control has occurred or such Net Cash Proceeds Transaction has been consummated, changing modify any of the provisions or modifying any definitions with respect thereto; (c) ; reduce the percentage in principal amount of the such Outstanding NotesSecurities, the consent of whose Holders holdersHolders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of or compliance with certain provisions of this Supplemental Indenture or the Initial Indenture or certain defaults hereunder and their consequences provided for in this Supplemental Indenture or the Initial Indenture or with respect to any Guarantee; (d) Indenture; modify any of the provisions of this Section 8.2, Section 3.5 of this Supplemental Indenture, 9.02 or Section 7.5 of the Initial Indenture5.13 or Section 10.20, except to increase any the percentage of such percentage Outstanding Securities required for such actions or to provide that certain other provisions of this Supplemental Indenture or the Initial Indenture cannot be modified or waived without the consent of the Holder of each Note such Security affected thereby; or (e) except as otherwise permitted under Article Ten of the Initial IndentureEight, consent to the assignment or transfer by the Company or any Guarantor of any of its rights and obligations under hereunder; or amend or modify any of the provisions of this Supplemental Indenture relating to the ranking of the Securities or any Guarantee in any manner adverse to the Initial IndentureHolders of the Securities or any Guarantee. Upon the written request of the Company and each Guarantor, if any, accompanied by a copy of a Certified Resolution Board Resolutions authorizing the execution of any such supplemental indenture or Guarantee, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee (and, if applicable, the Collateral Agent) shall join with the Company and each Guarantor in the execution of such supplemental indenture or Guaranteeany agreement or instrument relating to any Guarantee or any Collateral Document. It shall not be necessary for any act Act of Holders under this Section 8.2 9.02 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any GuaranteeGuarantee or any Collateral Document, but it shall be sufficient if such act Act shall approve the substance thereof.

Supplemental Indentures and Agreements with Consent of Holders. With Unless otherwise provided pursuant to Section 3.1, with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding NotesSecurities of all series affected, by act Act of said Holders delivered to the Company, each Guarantor, if any, and the Trustee, the Company and each Guarantor (if a party thereto) ), when authorized by a Certified Board Resolution, and the Trustee, Trustee may enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Guarantee in form and substance satisfactory to the Trustee, Trustee for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Supplemental Indenture or the Initial Indenture or of modifying in any manner the rights of the Holders under this Supplemental Indenture, the Initial Indenture, the Notes Securities or any Guarantee; provided, however, that no such supplemental indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding Note Security of all series affected thereby: (a) extend change the Stated Maturity of the principal of, or any installment of interest on, any NoteSecurity, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Note Security or any premium or the 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 case of redemption, on or after the redemption date thereofRedemption Date); (b) following the occurrence of a Change of Control, amend, change or modify the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 3.2, including amending, changing or modifying any definitions with respect thereto; (c) reduce the percentage in principal amount of the Outstanding NotesSecurities of a series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of or compliance with certain provisions of this Supplemental Indenture or the Initial Indenture or certain defaults hereunder and their consequences provided for in this Supplemental Indenture or the Initial Indenture or with respect to any Guarantee; (dc) modify any of the provisions of this Section 8.2Section, Section 3.5 of this Supplemental Indenture, 5.13 or Section 7.5 of the Initial Indenture10.9, except to increase the percentage in principal amount of the Outstanding Securities, the consent of whose Holders is required for any such percentage actions or to provide that certain other provisions of this Supplemental Indenture or the Initial Indenture cannot be modified or waived without the consent of the Holder of each Note Security affected thereby; or; (ed) except as otherwise permitted under Article Ten of the Initial IndentureVIII, consent to the assignment or transfer by the Company or any Guarantor of any of its rights and obligations under this Supplemental Indenture Indenture; or (e) modify the ranking or priority of any Security or the Initial IndentureGuarantee in respect thereof of any Guarantor in any manner adverse to the Holders of the Securities or any Guarantee. Upon the written request of the Company and each Guarantor, if any, accompanied by a copy of a Certified Board Resolution authorizing the execution of any such supplemental indenture or Guarantee, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall shall, subject to Section 9.3, join with the Company and each Guarantor in the execution of such supplemental indenture or Guarantee. It shall not be necessary for any act Act of Holders under this Section 8.2 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guarantee, but it shall be sufficient if such act Act shall approve the substance thereof.

Supplemental Indentures and Agreements with Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding outstanding Notes, by act of said Holders delivered to the Company, each Guarantor, if any, and the Trustee, the Company and each Guarantor (if a party thereto) when authorized by a Certified Resolutionboard resolution, and the Trustee, may enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Guarantee in form and substance satisfactory to the Trustee, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Supplemental Indenture or and the Initial Indenture or of modifying in any manner the rights of the Holders under this Supplemental Indenture, Indenture and the Initial Indenture, the Notes or any Guarantee; provided, however, that no such supplemental indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding outstanding Note affected thereby: (a) extend change the Stated Maturity of the principal of, or any installment of interest on, any Note, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Note or any premium or the 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 case of redemption, on or after the redemption date thereof); (b) following the occurrence of a Change of Control, amend, change or modify the obligation of the Company to make and consummate an Offer with respect to any Asset Sale or Asset Sales in accordance with Section 4.14 or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 3.24.16, including amending, changing or modifying any definitions with respect thereto; (c) reduce the percentage in principal amount of the Outstanding outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Supplemental Indenture or and the Initial Indenture or certain defaults hereunder and their consequences provided for in this Supplemental Indenture or and the Initial Indenture or with respect to any Guarantee; (d) modify any of the provisions of this Section 8.28.02, Section 3.5 of this Supplemental Indenture, 4.21 or Section 7.5 of the Initial Indenture6.03, except to increase any such percentage or to provide that certain other provisions of this Supplemental Indenture or and the Initial Indenture cannot be modified or waived without the consent of the Holder of each Note affected thereby; or; (e) except as otherwise permitted under Article Ten of the Initial IndentureFive, consent to the assignment or transfer by the Company or any Guarantor of any of its rights and obligations under this Supplemental Indenture and the Indenture; or (f) amend or modify any of the Initial Indentureprovisions of this Supplemental Indenture and the Indenture to cause the Notes or any Guarantee to be subordinate to any other Indebtedness. Upon the written request of the Company and each Guarantor, if any, accompanied by a copy of a Certified Resolution board resolution authorizing the execution of any such supplemental indenture or Guarantee, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or Guarantee. It shall not be necessary for any act of Holders under this Section 8.2 8.02 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guarantee, but it shall be sufficient if such act shall approve the substance thereof.

Supplemental Indentures and Agreements with Consent of Holders. With Except as permitted by Section 9.1, with the consent of the Holders of not less than at least a majority in aggregate principal amount of the Outstanding NotesSecurities (including consents obtained in connection with a tender offer or exchange offer for Securities), by act Act of said Holders delivered to the Company, each Guarantor, if any, and the Trustee, the Company and each Guarantor (if a party thereto) when authorized by a Certified ResolutionBoard Resolutions, and the Trustee, Trustee may (i) enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to this Indenture, the Securities or any Guarantee in form and substance satisfactory to the Trustee, for the purpose of adding any provisions to or amending, modifying or changing in any manner or eliminating any of the provisions of this Supplemental Indenture Indenture, the Securities or any Guarantee (including but not limited to, for the Initial Indenture or purpose of modifying in any manner the rights of the Holders under this Supplemental Indenture, the Initial Securities or any Guarantee) or (ii) waive compliance with any provision in this Indenture, the Notes Securities or any GuaranteeGuarantee (other than waivers of past Defaults covered by Section 5.13 and waivers of covenants which are covered by Section 10.19); provided, however, that no such supplemental indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding Note Security affected thereby: (a) extend change the Stated Maturity of the principal of, or any installment of interest on, or change to an earlier date any NoteRedemption Date of, or waive a default in the payment of the principal of, premium, if any, or interest on, any such Security or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Note Security or any premium or the 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 case of redemption, on or after the Redemption Date); provided that any amendment to the minimum notice requirement for a redemption date thereof);of some or all of the Notes may be made with the consent of the holders of a majority in aggregate principal amount of then outstanding notes. (b) following reduce the occurrence percentage in principal amount of a Change the Outstanding Securities, the consent of Controlwhose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver or compliance with certain provisions of this Indenture; (c) modify any of the provisions of this Section 9.2 or Section 5.13 or 10.19, except to increase the percentage of such Outstanding Securities required for such actions or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each such Security affected thereby; (d) except as otherwise permitted under Article Eight, consent to the assignment or transfer by the Company or any Guarantor of any of its rights and obligations hereunder; (e) amend or modify any of the provisions of this Indenture relating to the subordination of the Securities or any Guarantee in any manner adverse to the Holders of the Securities or any Guarantee; or (f) after the Company’s obligation to purchase Securities arises under this Indenture, amend, change or modify in any material respect the obligation of the Company to make and consummate an Offer with respect to any Asset Sale or Asset Sales in accordance with Section 10.12 or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 3.210.14, including including, in each case, amending, changing or modifying any definitions with respect thereto; (c) reduce the percentage in principal amount of the Outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Supplemental Indenture or the Initial Indenture or certain defaults hereunder and their consequences provided for in this Supplemental Indenture or the Initial Indenture or with respect to any Guarantee; (d) modify any of the provisions of this Section 8.2, Section 3.5 of this Supplemental Indenture, or Section 7.5 of the Initial Indenture, except to increase any such percentage or to provide that certain other provisions of this Supplemental Indenture or the Initial Indenture cannot be modified or waived without the consent of the Holder of each Note affected thereby; or (e) except as otherwise permitted under Article Ten of the Initial Indenture, consent relating thereto but only to the assignment or transfer by the Company of any of its rights and obligations under this Supplemental Indenture or the Initial Indentureextent such definitions relate thereto. Upon the written request of the Company and each Guarantor, if any, accompanied by a copy of a Certified Resolution Board Resolutions authorizing the execution of any such supplemental indenture or Guarantee, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or Guarantee. It shall not be necessary for any act Act of Holders under this Section 8.2 9.2 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guarantee, but it shall be sufficient if such act Act shall approve the substance thereof.

Supplemental Indentures and Agreements with Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding NotesKDSM Senior Debentures, by act Act of said Holders delivered to the Company, each Guarantor, if any, and the Trustee, the Company Company, and each Guarantor Xxxxxxxx (if a party thereto) when authorized by a Certified Board Resolution, and the Trustee, Trustee may enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Guarantee this Indenture in form and substance satisfactory to the Trustee, Trustee for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Supplemental Indenture or the Initial Indenture or of modifying in any manner the rights of the Holders under this Supplemental Indenture, the Initial Indenture, the Notes KDSM Senior Debentures or any Guarantee; provided, however, that no such supplemental indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding Note KDSM Senior Debenture affected thereby: (a) extend change the Stated Maturity of the principal of, or any installment of interest on, any NoteKDSM Senior Debenture, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or extend the time of payment of interest thereon or change the place or coin or currency in which the principal of any Note KDSM Senior Debenture or any premium or the 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 case of redemption, on or after the redemption date thereofRedemption Date); (b) following the occurrence of a Change of Control, amend, change or modify the obligation of the Company (i) to make and consummate a Change of Control Offer under certain circumstances in the event of a Change of Control in accordance with Section 3.21016, including (ii) to cause the Parent Preferred to be redeemed in accordance with Section 1020, (iii) to use the proceeds of a redemption of the Parent Preferred to redeem a Like Amount of (as defined in the Articles Supplementary) KDSM Senior Debentures, or (iv) not to grant any Liens with respect to the Parent Preferred in accordance with Section 1021, including, in the case of (i), (ii), (iii) or (iv), amending, changing or modifying any definitions with respect thereto; (c) reduce the percentage in principal amount of the Outstanding NotesKDSM Senior Debentures, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of or compliance with certain provisions of this Supplemental Indenture or the Initial Indenture or certain defaults hereunder and their consequences provided for in this Supplemental Indenture or the Initial Indenture or with respect to any Guarantee; (d) modify any of the provisions of this Section 8.2, Section 3.5 of this Supplemental Indenture, or Section 7.5 of the Initial IndentureSections 513 or 1023, except to increase the percentage in principal amount of the Outstanding KDSM Senior Debentures, the consent of whose Holders is required for any such percentage actions or to provide that certain other provisions of this Supplemental Indenture or the Initial Indenture cannot be modified or waived without the consent of the Holder of each Note KDSM Senior Debenture affected thereby; or; (e) except as otherwise permitted under Article Ten of the Initial IndentureEight, consent to the assignment or transfer by the Company or Xxxxxxxx of any of its rights and obligations under this Supplemental Indenture; or(f) amend or modify any of the provisions of this Indenture relating to the subordination of the KDSM Senior Debentures or any Guarantee in any manner adverse to the Initial IndentureHolders of the KDSM Senior Debentures or any Guarantee. Upon the written request of the Company and each Guarantor, if anyXxxxxxxx, accompanied by a copy of a Certified Board Resolution authorizing the execution of any such supplemental indenture or Guarantee, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall shall, subject to Section 903, join with the Company and each Guarantor Xxxxxxxx in the execution of such supplemental indenture or Guarantee. It shall not be necessary for any act Act of Holders under this Section 8.2 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any such Guarantee, but it shall be sufficient if such act Act shall approve the substance thereof.

Supplemental Indentures and Agreements with Consent of Holders. With Except as permitted by Section 901, with the consent of the Holders of not less than at least a majority in aggregate principal amount of the Outstanding NotesSecurities, by act Act of said Holders delivered to the Company, each Guarantor, if any, Company and the Trustee, the Company and each Guarantor (if a party thereto) when authorized by a Certified ResolutionBoard Resolutions, and the Trustee, Trustee may (i) enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Guarantee in form and substance satisfactory to the Trustee, for the purpose of adding any provisions to or amending, modifying or changing in any manner or eliminating any of the provisions of this Supplemental Indenture or Indenture, the Initial Indenture or Securities (including but not limited to, for the purpose of modifying in any manner the rights of the Holders under this Supplemental Indenture, Indenture or the Initial Indenture, Securities) or (ii) waive compliance with any provision in this Indenture or the Notes or any GuaranteeSecurities (other than waivers of past Defaults covered by Section 513 and waivers of covenants which are covered by Section 1020); provided, however, that no such supplemental indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding Note Security affected thereby: (a) extend change the Stated Maturity of the principal of, or any installment of interest on, any NoteSecurity, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Note Security or any premium or the 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 case of redemption, on or after the redemption date thereofRedemption Date); (b) following the occurrence of a Change of Control, amend, change or modify the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 3.2, including amending, changing or modifying any definitions with respect thereto[intentionally omitted]; (c) reduce the percentage in principal amount of the Outstanding NotesSecurities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Supplemental Indenture or the Initial Indenture or certain defaults hereunder and their consequences provided for in this Supplemental Indenture or the Initial Indenture or with respect to any GuaranteeIndenture; (d) modify any of the provisions of this Section 8.2, Section 3.5 of this Supplemental Indenture, 902 or Section 7.5 of the Initial IndentureSections 513 or 1020, except to increase the percentage in principal amount of the Outstanding Securities the consent of whose Holders is required for any such percentage actions or to provide that certain other provisions of this Supplemental Indenture or the Initial Indenture cannot be modified or waived without the consent of the Holder of each Note Security affected thereby; or; (e) except as otherwise permitted under Article Ten of the Initial IndentureEight, consent to the assignment or transfer by the Company of any of its rights and obligations under this Supplemental Indenture; or (f) amend or modify any of the provisions of this Indenture or relating to the Initial Indenturesubordination of the Securities in any manner adverse to the Holders. Upon the written request of the Company and each Guarantor, if any, accompanied by a copy of a Certified Resolution Board Resolutions authorizing the execution of any such supplemental indenture or Guaranteeindenture, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture indenture. This Indenture or Guaranteethe Securities may from time to be time be amended and restated in their entirety so long as the individual terms and provisions amended thereby are permitted under Section 901 or have been approved by the requisite Holders under this Section 902. The restatement of unchanged terms and provisions in connection therewith shall not require any permission or approval. It shall not be necessary for any act Act of Holders under this Section 8.2 902 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guaranteeindenture, but it shall be sufficient if such act Act shall approve the substance thereof.

Supplemental Indentures and Agreements with Consent of Holders. With Except as permitted by Section 9.1, with the consent of the Holders of not less than at least a majority in aggregate principal amount of the Outstanding Notes, by act Act of said Holders delivered to the Company, each Guarantor, if any, Company and the Trustee, the Company and each Guarantor (if a party thereto) when authorized by a Certified ResolutionBoard Resolutions, and the Trustee, Trustee may (i) enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Guarantee in form and substance satisfactory to the Trustee, for the purpose of adding any provisions to or amending, modifying or changing in any manner or eliminating any of the provisions of this Supplemental Indenture or the Initial Indenture or Notes (including, but not limited to, for the purpose of modifying in any manner the rights of the Holders under this Supplemental Indenture, Indenture or the Initial Indenture, Notes) or (ii) waive compliance with any provision in this Indenture or the Notes or any Guarantee(other than waivers of past Defaults covered by Section 5.13 and waivers - 86 - of covenants which are covered by Section 10.20); provided, however, that no such supplemental indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) extend change the Stated Maturity of the principal of, or any installment of interest on, or change to an earlier date any Noteredemption date of, or waive a default in the payment of the principal or interest on, any such Note or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Note or any premium or the 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 case of redemption, on or after the redemption date thereofRedemption Date); (b) following the occurrence of a Change of Control, amend, change or modify the obligation of the Company to make and consummate an Offer with respect to any Asset Sale or Asset Sales in accordance with Section 10.12 or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 3.210.13, including including, in each case, amending, changing or modifying any definitions with respect relating thereto; (c) reduce the percentage in principal amount of the Outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of or compliance with certain provisions of this Supplemental Indenture or the Initial Indenture or certain defaults hereunder and their consequences provided for in this Supplemental Indenture or the Initial Indenture or with respect to any GuaranteeIndenture; (d) modify any of the provisions of this Section 8.2, Section 3.5 of this Supplemental Indenture, 9.2 or Section 7.5 of the Initial Indenture5.13 or Section 10.20, except to increase the percentage of such Outstanding Notes required for any such percentage actions or to provide that certain other provisions of this Supplemental Indenture or the Initial Indenture cannot be modified or waived without the consent of the Holder of each such Note affected thereby; or; (e) except as otherwise permitted under Article Ten of the Initial IndentureVIII, consent to the assignment or transfer by the Company of any of its rights and obligations hereunder; (f) amend or modify any of the ranking provisions of the Indenture in any manner adverse to the Holders of the Notes; or (g) release any Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or this Supplemental Indenture or otherwise than in accordance with the Initial terms of this Indenture. Upon the written request of the Company and each Guarantor, if any, accompanied by a copy of a Certified Resolution Board Resolutions authorizing the execution of any such supplemental indenture or Guaranteeindenture, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or Guarantee. It shall not be necessary for any act of Holders under this Section 8.2 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guarantee, but it shall be sufficient if such act shall approve the substance thereofindenture.

Supplemental Indentures and Agreements with Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding outstanding Notes, by act of said Holders delivered to the Company, each Guarantor, if any, and the Trustee, the Company and each Guarantor (if a party thereto) when authorized by a Certified Resolutionboard resolution, and the Trustee, may enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Guarantee in form and substance satisfactory to the Trustee, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Supplemental Indenture or the Initial Indenture or of modifying in any manner the rights of the Holders under this Supplemental Indenture, the Initial Indenture, the Notes or any Guarantee; provided, however, that no such supplemental indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding outstanding Note affected thereby: (a) extend reduce, or change the Stated Maturity of of, the principal of, or any installment of interest on, any Note, or ; (b) reduce the principal amount thereof or the rate of or extend the time for payment of interest thereon or on any Note; (c) reduce any premium payable upon redemption of the redemption thereof, Notes or change the coin date on which any Notes are subject to redemption; (d) make any Note payable in money or currency other than that stated in which the Notes; (e) modify or change any provision of this Indenture or the related definitions to affect the ranking of the Notes or any Guarantee in a manner that adversely affects the Holders; (f) reduce the percentage of Holders necessary to consent to an amendment or waiver to this Indenture or the Notes; (g) waive a default in the payment of principal of any Note or any premium or interest on any Notes (except a rescission of acceleration of the interest thereon is payable, or Notes in accordance with Section 6.02); (h) impair the right rights of Holders to receive payments of principal of or interest on the Notes on or after the due date therefor or to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the redemption date thereof)Notes; (bi) following the occurrence of release any Guarantor that is a Change of Control, amend, change or modify the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 3.2, including amending, changing or modifying any definitions with respect thereto; (c) reduce the percentage in principal amount of the Outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Supplemental Indenture or the Initial Indenture or certain defaults hereunder and their consequences provided for in this Supplemental Indenture or the Initial Indenture or with respect to any Guarantee; (d) modify Significant Subsidiary from any of the provisions of its obligations under its Guarantee or this Section 8.2, Section 3.5 of this Supplemental Indenture, or Section 7.5 of the Initial Indenture, except to increase any such percentage or to provide that certain other provisions of this Supplemental Indenture or the Initial Indenture cannot be modified or waived without the consent of the Holder of each Note affected therebyas permitted by Section 10.14; or (ej) except as otherwise permitted under Article Ten of the Initial Indenture, consent to the assignment make any change in Section 8.01 or transfer by the Company of any of its rights and obligations under this Supplemental Indenture or the Initial IndentureSection 8.02. Upon the written request of the Company and each Guarantor, if any, accompanied by a copy of a Certified Resolution board resolution authorizing the execution of any such supplemental indenture or Guarantee, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or Guarantee. It shall not be necessary for any act of Holders under this Section 8.2 8.02 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guarantee, but it shall be sufficient if such act shall approve the substance thereof.

Supplemental Indentures and Agreements with Consent of Holders. With Except as permitted by Section 9.1, with the consent of the Holders of not less than at least a majority in aggregate principal amount of the Outstanding NotesSecurities, by act Act of said Holders delivered to the Company, each Guarantor, if any, Company and the Trustee, the Company and each Guarantor (if a party thereto) when authorized by a Certified ResolutionBoard Resolutions, and the Trustee, Trustee may (i) enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Guarantee in form and substance satisfactory to the Trustee, for the purpose of adding any provisions to or amending, modifying or changing in any manner or eliminating any of the provisions of this Supplemental Indenture or the Initial Indenture or Securities (including, but not limited to, for the purpose of modifying in any manner the rights of the Holders under this Supplemental Indenture, Indenture or the Initial Indenture, Securities) or (ii) waive compliance with any provision in this Indenture or the Notes or any GuaranteeSecurities (other than waivers of past Defaults covered by Section 5.13 and waivers of covenants which are covered by Section 10.18); provided, however, that so long as any of the Senior Notes are outstanding, the consent of the holders of a majority of the outstanding principal amount of Senior Notes shall also be required to amend the Cash Interest provisions of Section 3.1 of the Indenture and in the form of the Securities; provided, further, that no such supplemental indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding Note Security affected thereby: (a) extend change the Stated Maturity of the principal of, or any installment of interest on, or change to an earlier date any Noteredemption date of, or waive a default in the payment of the principal or interest on, any such Security or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Note Security or any premium or the 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 case of redemption, on or after the redemption date thereofRedemption Date); (b) following the occurrence of a Change of Control, amend, change or modify the obligation of the Company to make and consummate a Change of Control an Offer in the event of a Change of Control in accordance with Section 3.2, including amending, changing or modifying any definitions with respect thereto; (c) reduce the percentage in principal amount of the Outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Supplemental Indenture or the Initial Indenture or certain defaults hereunder and their consequences provided for in this Supplemental Indenture or the Initial Indenture or with respect to any Guarantee; (d) modify any of the provisions of this Section 8.2, Section 3.5 of this Supplemental Indenture, Asset Sale or Section 7.5 of the Initial Indenture, except to increase any such percentage or to provide that certain other provisions of this Supplemental Indenture or the Initial Indenture cannot be modified or waived without the consent of the Holder of each Note affected thereby; or (e) except as otherwise permitted under Article Ten of the Initial Indenture, consent to the assignment or transfer by the Company of any of its rights and obligations under this Supplemental Indenture or the Initial Indenture. Upon the written request of the Company and each Guarantor, if any, accompanied by a copy of a Certified Resolution authorizing the execution of any such supplemental indenture or Guarantee, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor Asset Sales in the execution of such supplemental indenture or Guarantee. It shall not be necessary for any act of Holders under this Section 8.2 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guarantee, but it shall be sufficient if such act shall approve the substance thereof.accordance with

Supplemental Indentures and Agreements with Consent of Holders. With Except as permitted by Section 9.1, with the consent of the Holders of not less than at least a majority in aggregate principal amount of the Outstanding NotesSecurities, by act Act of said Holders delivered to the Company, each Guarantor, if any, Company and the Trustee, the Company and each Guarantor (if a party thereto) when authorized by a Certified ResolutionBoard Resolutions, and the Trustee, Trustee may (i) enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Guarantee in form and substance satisfactory to the Trustee, for the purpose of adding any provisions to or amending, modifying or changing in any manner or eliminating any of the provisions of this Supplemental Indenture or the Initial Indenture or Securities (including, but not limited to, for the purpose of modifying in any manner the rights of the Holders under this Supplemental Indenture, Indenture or the Initial Indenture, Securities) or (ii) waive compliance with any provision in this Indenture or the Notes or any GuaranteeSecurities (other than waivers of past Defaults covered by Section 5.13 and waivers of covenants which are covered by Section 10.19); provided, however, that no such supplemental indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding Note Security affected thereby: (a) extend change the Stated Maturity of the principal of, or any installment of interest on, or change to an earlier date any Noteredemption date of, or waive a default in the payment of the principal or interest on, any such Security or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Note Security or any premium or the 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 case of redemption, on or after the redemption date thereofRedemption Date); (b) following the occurrence of a Change of Control, amend, change or modify the obligation of the Company to make and consummate an Offer with respect to any Asset Sale or Asset Sales in accordance with Section 10.12 or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 3.210.13, including including, in each case, amending, changing or modifying any definitions with respect relating thereto; (c) reduce the percentage in principal amount of the Outstanding NotesSecurities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of or compliance with certain provisions of this Supplemental Indenture or the Initial Indenture or certain defaults hereunder and their consequences provided for in this Supplemental Indenture or the Initial Indenture or with respect to any GuaranteeIndenture; (d) modify any of the provisions of this Section 8.2, Section 3.5 of this Supplemental Indenture, 9.2 or Section 7.5 of the Initial Indenture5.13 or 10.19, except to increase the percentage of such Outstanding Securities required for any such percentage actions or to provide that certain other provisions of this Supplemental Indenture or the Initial Indenture cannot be modified or waived without the consent of the Holder of each Note such Security affected thereby; or; (e) except as otherwise permitted under Article Ten of the Initial IndentureVIII, consent to the assignment or transfer by the Company of any of its rights and obligations under hereunder; or (f) amend or modify any of the provisions of Article XIII of this Supplemental Indenture or in any manner adverse to the Initial IndentureHolders. Upon the written request of the Company and each Guarantor, if any, accompanied by a copy of a Certified Resolution Board Resolutions authorizing the execution of any such supplemental indenture or Guaranteeindenture, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or Guaranteeindenture. It shall not be necessary for any act Act of Holders under this Section 8.2 9.2 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guarantee, but it shall be sufficient if such act Act shall approve the substance thereof.

Supplemental Indentures and Agreements with Consent of Holders. With Unless otherwise provided pursuant to Section 301, with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding NotesSecurities of all series affected, by act Act of said Holders delivered to the Company, each Guarantor, if any, and the Trustee, the Company and each Guarantor (if a party thereto) ), when authorized by a Certified Board Resolution, and the Trustee, Trustee may enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Guarantee in form and substance satisfactory to the Trustee, Trustee for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Supplemental Indenture or the Initial Indenture or of modifying in any manner the rights of the Holders under this Supplemental Indenture, the Initial Indenture, the Notes Securities or any Guarantee; provided, however, that no such supplemental indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding Note Security of all series affected thereby: (a) extend change the Stated Maturity of the principal of, or any installment of interest on, any NoteSecurity, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Note Security or any premium or the 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 case of redemption, on or after the redemption date thereofRedemption Date); (b) following the occurrence of a Change of Control, amend, change or modify the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 3.2, including amending, changing or modifying any definitions with respect thereto; (c) reduce the percentage in principal amount of the Outstanding NotesSecurities of a series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of or compliance with certain provisions of this Supplemental Indenture or the Initial Indenture or certain defaults hereunder and their consequences provided for in this Supplemental Indenture or the Initial Indenture or with respect to any Guarantee; (dc) modify any of the provisions of this Section 8.2Section, Section 3.5 of this Supplemental Indenture, 513 or Section 7.5 of the Initial Indenture1009, except to increase the percentage in principal amount of the Outstanding Securities, the consent of whose Holders is required for any such percentage actions or to provide that certain other provisions of this Supplemental Indenture or the Initial Indenture cannot be modified or waived without the consent of the Holder of each Note Security affected thereby; or; (ed) except as otherwise permitted under Article Ten of the Initial IndentureEight, consent to the assignment or transfer by the Company or any Guarantor of any of its rights and obligations under this Supplemental Indenture; or (e) amend or modify any of the provisions of this Indenture relating to the subordination of the Securities or any Guarantee in any manner adverse to the Initial IndentureHolders of the Securities or any Guarantee. Upon the written request of the Company and each Guarantor, if any, accompanied by a copy of a Certified Board Resolution authorizing the execution of any such supplemental indenture or Guarantee, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall shall, subject to Section 903, join with the Company and each Guarantor in the execution of such supplemental indenture or Guarantee. It shall not be necessary for any act Act of Holders under this Section 8.2 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guarantee, but it shall be sufficient if such act Act shall approve the substance thereof.

Supplemental Indentures and Agreements with Consent of Holders. With Except as permitted by Section 901, with the consent of the Holders of not less than at least a majority in aggregate principal amount of the Outstanding NotesSecurities (including consents obtained in connection with a tender offer or exchange offer for Securities), by act Act of said Holders delivered to the Company, each Guarantor, if any, and the Trustee, the Company and each Guarantor (if a party thereto) when authorized by a Certified ResolutionBoard Resolutions, and the Trustee, Trustee may (i) enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to this Indenture, the Securities or any Guarantee in form and substance satisfactory to the Trustee, for the purpose of adding any provisions to or amending, modifying or changing in any manner or eliminating any of the provisions of this Supplemental Indenture Indenture, the Securities or any Guarantee (including but not limited to, for the Initial Indenture or purpose of modifying in any manner the rights of the Holders under this Supplemental Indenture, the Initial Securities or any Guarantee) or (ii) waive compliance with any provision in this Indenture, the Notes Securities or any GuaranteeGuarantee (other than waivers of past Defaults covered by Section 513 and waivers of covenants which are covered by Section 1021); provided, however, that no such supplemental indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding Note Security affected thereby: (a) extend change the Stated Maturity of the principal of, or any installment of interest on, or change to an earlier date any NoteRedemption Date of, or waive a default in the payment of the principal of, premium, if any, or interest on, any such Security or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Note Security or any premium or the 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 case of redemption, on or after the redemption date thereofRedemption Date); (b) following reduce the occurrence percentage in principal amount of a Change the Outstanding Securities, the consent of Controlwhose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver or compliance with certain provisions of this Indenture; (c) modify any of the provisions of this Section 902 or Section 513 or 1021, except to increase the percentage of such Outstanding Securities required for such actions or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each such Security affected thereby; (d) except as otherwise permitted under Article Eight, consent to the assignment or transfer by the Company or any Guarantor of any of its rights and obligations hereunder; (e) amend or modify any of the provisions of this Indenture relating to the subordination of the Securities or any Guarantee in any manner adverse to the Holders of the Securities or any Guarantee; or (f) after the Company’s obligation to purchase Securities arises under this Indenture, amend, change or modify in any material respect the obligation of the Company to make and consummate an Offer with respect to any Asset Sale or Asset Sales in accordance with Section 1012 or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 3.21014, including including, in each case, amending, changing or modifying any definitions with respect thereto; (c) reduce the percentage in principal amount of the Outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Supplemental Indenture or the Initial Indenture or certain defaults hereunder and their consequences provided for in this Supplemental Indenture or the Initial Indenture or with respect to any Guarantee; (d) modify any of the provisions of this Section 8.2, Section 3.5 of this Supplemental Indenture, or Section 7.5 of the Initial Indenture, except to increase any such percentage or to provide that certain other provisions of this Supplemental Indenture or the Initial Indenture cannot be modified or waived without the consent of the Holder of each Note affected thereby; or (e) except as otherwise permitted under Article Ten of the Initial Indenture, consent relating thereto but only to the assignment or transfer by the Company of any of its rights and obligations under this Supplemental Indenture or the Initial Indentureextent such definitions relate thereto. Upon the written request of the Company and each Guarantor, if any, accompanied by a copy of a Certified Resolution Board Resolutions authorizing the execution of any such supplemental indenture or Guarantee, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or Guarantee. It shall not be necessary for any act Act of Holders under this Section 8.2 902 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guarantee, but it shall be sufficient if such act Act shall approve the substance thereof.

Supplemental Indentures and Agreements with Consent of Holders. With Except as permitted by Section 9.01, with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding NotesNotes affected by such supplemental indenture or indentures, by act Act of said Holders delivered to the Company, each Guarantor, if any, Company and the Trustee, the Company and each Note Guarantor (if a party thereto) when authorized by a Certified Resolution, and the Trustee, Trustee may (i) enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Guarantee hereto, in form and substance reasonably satisfactory to the Trustee, for the purpose of adding any provisions to or amending, modifying or changing in any manner or eliminating any of the provisions of this Supplemental Indenture or the Initial Indenture or Notes (including, but not limited to, for the purpose of modifying in any manner the rights of the Holders of the Notes under this Supplemental Indenture), (ii) modify or amend the Intercreditor Agreement, the Initial Support Agreement, and the Security Agreement (except as otherwise provided therein) or (iii) waive compliance with any provision in this Indenture, the Notes or any Guarantee(other than waivers of past Defaults covered by Section 5.13 and waivers of covenants which are covered by Section 10.19), the Intercreditor Agreement, the Support Agreement and the Security Agreement; provided, however, that no such supplemental indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding outstanding Note affected thereby: (a) extend change the Stated Maturity of the principal of, or any installment of interest on, any Note, Notes or waive a default in the payment of the principal or interest on any Note or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Note or any premium or the 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 case of redemption, on or after the redemption date thereof); (b) following the occurrence of a Change of Control, amend, change or modify the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 3.210.14, including amending, changing or modifying any of the provisions or definitions with respect thereto; (c) reduce the percentage in principal amount of the Outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, indenture or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Supplemental Indenture or the Initial Indenture or certain defaults Defaults hereunder and their consequences provided for in this Supplemental Indenture or for any modifications or amendments to the Initial Indenture Intercreditor Agreement, the Support Agreement or with respect to any Guaranteethe Security Agreement; (d) modify any of the provisions of this Section 8.2, Section 3.5 of this Supplemental Indenture, or Section 7.5 of the Initial Indenture5.13 or 10.19, except to increase any the percentage of Outstanding Notes required for such percentage actions or to provide that certain other provisions of this Supplemental Indenture or the Initial Indenture cannot be modified or waived without the consent of the Holder of each Note affected thereby; or; (e) except as otherwise permitted under Article Ten of the Initial IndentureVIII, consent to the assignment or transfer by the Company or RMI of any of its respective rights and obligations under this Supplemental Indenture; or (f) amend or modify any of the provisions of (i) this Indenture relating to the ranking of the Notes or any guarantee in any manner adverse to the Holders or (ii) the International Subordination Agreement or the Initial IndentureRMI Subordination Agreement relating to the Indebtedness of NBI and the Company under or in respect of the International Intercompany Note and of the Company under the Support Agreement, respectively, in any manner adverse to the Holders. Upon the written request of the Company and each Guarantor, if anyCompany, accompanied by a copy of a Certified Board Resolution authorizing the execution of any such supplemental indenture or Guaranteeindenture, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or Guaranteeindenture. It shall not be necessary for any act Act of Holders under this Section 8.2 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guaranteeagreement, but it shall be sufficient if such act Act shall approve the substance thereof.

Supplemental Indentures and Agreements with Consent of Holders. With the consent of the Holders of not less than at least a majority in aggregate principal amount of the Outstanding NotesSecurities, by act Act of said Holders delivered to the Company, each Guarantor, if any, Company and the Trustee, the Company and each Guarantor (if a party thereto) Company, when authorized by a Certified ResolutionBoard Resolutions, and the Trustee, Trustee may (i) enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Guarantee in form and substance satisfactory to the Trustee, for the purpose of adding any provisions to or amending, modifying or changing in any manner or eliminating any of the provisions of this Supplemental Indenture or the Initial Indenture or Securities (including but not limited to, for the purpose of modifying in any manner the rights of the Holders under this Supplemental Indenture, Indenture or the Initial Indenture, Securities) or (ii) waive compliance with any provision in this Indenture or the Notes or any GuaranteeSecurities (other than waivers of past Defaults covered by Section 5.13 and waivers of covenants which are covered by Section 10.22); provided, however, that no such supplemental indenture, agreement or instrument indenture shall, without the consent of the Holder of each Outstanding Note Security affected thereby: (a) extend change the Stated Maturity of the principal of, or any installment of interest on, any NoteSecurity or waive a default in the payment of the principal or interest on any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Note Security or any premium or the 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 case of redemption, on or after the redemption date thereofRedemption Date); (b) following the occurrence of a Change of Control, amend, change or modify the obligation of the Company to make and consummate an Offer with respect to any Asset Sale or Asset Sales in accordance with Section 10.12 or the obligation of the Company to make and consummate a Change of in Control Offer in the event of a Change of in Control in accordance with Section 3.210.16, including amending, changing or modifying any definitions with respect thereto; (c) reduce the percentage in principal amount of the Outstanding NotesSecurities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain one or more of the provisions of this Supplemental Indenture or one or more of the Initial Indenture or certain defaults hereunder and their consequences provided for in this Supplemental Indenture or the Initial Indenture or with respect to any GuaranteeIndenture; (d) modify any of the provisions of this Section 8.2, Section 3.5 of this Supplemental Indenture, 9.2 or Section 7.5 of the Initial Indenture5.13 or 10.22, except to increase the percentage in principal amount of the Outstanding Securities the consent of whose Holders is required for any such percentage actions or to provide that certain one or more other provisions of this Supplemental Indenture or the Initial Indenture cannot be modified or waived without the consent of the Holder of each Note Security affected thereby; or; (e) except as otherwise permitted under Article Ten of the Initial IndentureEight, consent to the assignment or transfer by the Company of any of its rights and obligations under this Supplemental Indenture; (f) amend or modify any of the provisions of this Indenture relating to the ranking of the Securities or the Initial Guarantees in any manner adverse to the Holders; or (g) release any Guarantor from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture. Upon the written request of the Company and each Guarantor, if any, accompanied by a copy of a Certified Resolution Board Resolutions authorizing the execution of any such supplemental indenture or Guaranteeindenture, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or Guaranteeindenture. It shall not be necessary for any act Act of Holders under this Section 8.2 9.2 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guaranteeindenture, but it shall be sufficient if such act Act shall approve the substance thereof.

Supplemental Indentures and Agreements with Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Senior Notes, by act Act of said Holders delivered to the CompanyIssuer, each Guarantor, if any, the Partnership and the Trustee, the Company Issuer and each Guarantor (if a party thereto) the Partnership when authorized by a Certified ResolutionBoard Resolutions, and the Trustee, Trustee may enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any the Collateral, the Senior Partnership Upstream Note Mortgage or the Senior Guarantee in form and substance satisfactory to the Trustee, Trustee for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Supplemental Indenture or the Initial Indenture or of modifying in any manner the rights of the Holders under this Supplemental Indenture, the Initial IndentureSenior Notes, the Notes Senior Guarantee, the TCHI Note Guarantee Mortgage, or any Guaranteethe Senior Partnership Upstream Note Mortgage; provided, however, that no such supplemental indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding Senior Note affected thereby: (a) extend change the Stated Maturity of the principal of, or any installment of interest on, any Note, Senior Note or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Senior Note or any premium or the 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 case of redemption, on or after the redemption date thereofRedemption Date); (b) following the occurrence of a Change of Control, amend, change or modify the obligation of the Company Issuer and the Partnership to make and consummate a the Change of Control Offer in under Section 10.13 (or modify any of the event of a Change of Control in accordance with Section 3.2, including amending, changing provisions or modifying any definitions with respect theretothereto in a manner which adversely affects the rights of Holders); (c) reduce the percentage in principal amount of the Outstanding Senior Notes, the consent of whose Holders is required for any such supplemental indentureindenture or amendment to the TCHI Note Mortgage Documents, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Supplemental Indenture or the Initial Indenture or certain defaults Defaults hereunder and their consequences consequences) provided for in this Supplemental Indenture or the Initial Indenture Indenture, or with respect to any Guaranteethe Senior Guarantee or the TCHI Note Mortgage Documents; (d) modify any of the provisions of this Section 8.2, Section 3.5 of this Supplemental Indenture, or Section 7.5 of the Initial Indenture5.13 and 10.20, except to increase any such percentage or to provide that certain other provisions of this Supplemental Indenture or the Initial Indenture TCHI Note Mortgage Documents cannot be modified or waived without the consent of the Holder of each Senior Note affected thereby; or (e) except as otherwise permitted under by Article Ten of the Initial IndentureEight, consent to the assignment or transfer by the Company Issuer or the Partnership of any of its rights and obligations under this Supplemental Indenture; or to the release of any Collateral from the Liens created by the TCHI Note Mortgage Documents except in accordance with this Indenture or and the Initial IndentureTCHI Note Mortgage Documents. Upon the written request of the Company Issuer and each Guarantor, if any, the Partnership accompanied by a copy of a Certified Board Resolution authorizing the execution of any such supplemental indenture or Guaranteeindenture, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company Issuer, the Partnership and each Guarantor any other obligor under the Senior Notes in the execution of such supplemental indenture or Guaranteeindenture. It shall not be necessary for any act Act of Holders under this Section 8.2 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guaranteeindenture, but it shall be sufficient if such act Act shall approve the substance thereof. The terms of any document entered into pursuant to this Section shall be subject to prior approval, if required, of the CCC and the NJDGE.

Supplemental Indentures and Agreements with Consent of Holders. With Except as permitted by Section 9.01, with the consent of the Holders of not less than at least a majority in aggregate principal amount of the Outstanding NotesSecurities (including consents obtained in connection with a tender offer or exchange offer for Securities), by act Act of said Holders delivered to the Company, each Guarantor, if any, and the Trustee, the Company and each Guarantor (if a party thereto) when authorized by a Certified ResolutionBoard Resolutions, and the Trustee, Trustee may (i) enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Guarantee in form and substance satisfactory to the Trustee, for the purpose of adding any provisions to or amending, modifying or changing in any manner or eliminating any of the provisions of this Supplemental Indenture Indenture, the Securities or any Guarantee (including but not limited to, for the Initial Indenture or purpose of modifying in any manner the rights of the Holders under this Supplemental Indenture, the Initial Securities or any Guarantee) or (ii) waive compliance with any provision in this Indenture, the Notes Securities or any GuaranteeGuarantee (other than waivers of past Defaults covered by Section 5.13 and waivers of covenants which are covered by Section 10.20); provided, however, that no such supplemental indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding Note Security affected thereby: (a) extend change the Stated Maturity of the principal of, or any installment of interest on, or change to an earlier date any NoteRedemption Date of, or waive a default in the payment of the principal of, premium, if any, or interest on, any such Security or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Note such Security or any premium or the 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 case of redemption, on or after the redemption date thereofRedemption Date); (b) following after the occurrence of a Change of Controlobligation to purchase Securities arises thereunder, amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance or make and consummate an Offer with Section 3.2respect to any Net Cash Proceeds Transaction that has been consummated or, including amendingafter such Change of Control has occurred or such Net Cash Proceeds Transaction has been consummated, changing modify any of the provisions or modifying any definitions with respect thereto; (c) reduce the percentage in principal amount of the such Outstanding NotesSecurities, the consent of whose Holders holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of or compliance with certain provisions of this Supplemental Indenture or the Initial Indenture or certain defaults hereunder and their consequences provided for in this Supplemental Indenture or the Initial Indenture or with respect to any GuaranteeIndenture; (d) modify any of the provisions of this Section 8.2, Section 3.5 of this Supplemental Indenture, 9.02 or Section 7.5 of the Initial Indenture5.13 or Section 10.20, except to increase any the percentage of such percentage Outstanding Securities required for such actions or to provide that certain other provisions of this Supplemental Indenture or the Initial Indenture cannot be modified or waived without the consent of the Holder of each Note such Security affected thereby; or; (e) except as otherwise permitted under Article Ten of the Initial IndentureEight, consent to the assignment or transfer by the Company or any Guarantor of any of its rights and obligations under hereunder; or (f) amend or modify any of the provisions of this Supplemental Indenture relating to the ranking of the Securities or any Guarantee in any manner adverse to the Initial IndentureHolders of the Securities or any Guarantee. Upon the written request of the Company and each Guarantor, if any, accompanied by a copy of a Certified Resolution Board Resolutions authorizing the execution of any such supplemental indenture or Guarantee, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or Guarantee. It shall not be necessary for any act Act of Holders under this Section 8.2 9.02 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guarantee, but it shall be sufficient if such act Act shall approve the substance thereof.

Supplemental Indentures and Agreements with Consent of Holders. With In addition to the circumstances permitted by Section 901, with the consent of the Holders of not less than at least a majority in aggregate principal amount of the Outstanding NotesSecurities, by act Act of said Holders delivered to the Company, each Guarantor, if any, and the Trustee, the Company and each Guarantor (if a party thereto) when authorized by a Certified ResolutionBoard Resolutions, and the Trustee, Trustee may (i) enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Guarantee in form and substance satisfactory to the Trustee, for the purpose of adding any provisions to or amending, modifying or changing in any manner or eliminating any of the provisions of this Supplemental Indenture Indenture, the Securities or any Guarantee (including but not limited to, for the Initial Indenture or purpose of modifying in any manner the rights of the Holders under this Supplemental Indenture, the Initial Securities or any Guarantee) or (ii) waive compliance with any provision in this Indenture, the Notes Securities or any GuaranteeGuarantee (other than waivers of past Defaults covered by Section 513 and waivers of covenants which are covered by Section 1022); provided, however, that no such supplemental indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding Note Security affected thereby: (a) extend change the Stated Maturity of the principal of, or any installment of interest on, or change to an earlier date any Noteredemption date of, or waive a default in the payment of the principal or interest on, any such Security or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Note Security or any premium or the 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 case of redemption, on or after the redemption date thereofRedemption Date); (b) following the occurrence of a Change of Control, amend, change or modify the obligation of the Company to make and consummate an offer with respect to any Asset Sale or Asset Sales in accordance with Section 1013 or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 3.21016, including including, in each case, amending, changing or modifying any definitions with respect relating thereto; (c) reduce the percentage in principal amount of the Outstanding NotesSecurities, the consent of whose Holders is required for any such supplemental indenture, 107 or the consent of whose Holders is required for any waiver of or compliance with certain provisions of this Supplemental Indenture or the Initial Indenture or certain defaults hereunder and their consequences provided for in this Supplemental Indenture or the Initial Indenture or with respect to any GuaranteeIndenture; (d) modify any of the provisions of this Section 8.2902, Section 3.5 of this Supplemental Indenture, 513 or Section 7.5 of the Initial Indenture1022, except to increase the percentage of such Outstanding Securities required for any such percentage actions or to provide that certain other provisions of this Supplemental Indenture or the Initial Indenture cannot be modified or waived without the consent of the Holder of each Note such Security affected thereby; or; (e) except as otherwise permitted under Article Ten of the Initial IndentureEight, consent to the assignment or transfer by the Company or any Guarantor of any of its rights and obligations under hereunder; or (f) amend or modify any of the provisions of this Supplemental Indenture relating to the subordination of the Securities or any Guarantee in any manner adverse to the Holders or the Initial Indentureholders of any Guarantee. Upon the written request of the Company and each Guarantor, if any, accompanied by a copy of a Certified Resolution Board Resolutions authorizing the execution of any such supplemental indenture or Guarantee, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or Guarantee. It shall not be necessary for any act Act of Holders under this Section 8.2 902 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guarantee, but it shall be sufficient if such act Act shall approve the substance thereof.

Supplemental Indentures and Agreements with Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), by act Act of said Holders delivered to the CompanyIssuer, each Guarantor, if any, and the Trustee, the Company Issuer, and each Guarantor (if a party thereto) when authorized by a Certified Board Resolution, and the Trustee, Trustee may enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Guarantee in form and substance satisfactory to the Trustee, Trustee for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Supplemental Indenture or the Initial Indenture or of modifying in any manner the rights of the Holders under this Supplemental Indenture, the Initial Indenture, the Notes or any Guarantee; provided, however, that no such supplemental indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) extend change the Stated Maturity of the principal of, or any installment of interest on, any Note, Note or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Note or any premium or the 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, or in the case of redemption, on or after the redemption date thereof)date) (other than provisions relating to Section 1012 and Section 1015; (b) following the occurrence of a Change of Control, amend, change or modify the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 3.2, including amending, changing or modifying any definitions with respect thereto; (c) reduce the percentage in principal amount of the Outstanding outstanding Notes, the consent of whose Holders is required for any such supplemental indentureIndenture, or the consent of whose Holders is required for any waiver of or compliance with certain provisions of this Supplemental Indenture or the Initial Indenture or certain defaults hereunder and their consequences provided for in this Supplemental Indenture or the Initial Indenture or with respect to any Guarantee; (dc) modify any of the provisions relating to supplemental Indentures requiring the consent of this Section 8.2, Section 3.5 each Holder or relating to the waiver of this Supplemental Indenture, past defaults or Section 7.5 relating to the waiver of the Initial Indenturecertain covenants, except to increase any the percentage of outstanding Notes required for such percentage actions or to provide that certain other provisions of this Supplemental Indenture or relating to the Initial Indenture Notes cannot be modified or waived without the consent of the Holder of each Note affected thereby; or (ed) except as otherwise permitted under Article Ten amend or modify any of the Initial Indenture, consent provisions of this Indenture relating to the assignment ranking as to payment of the Notes or transfer by any Guarantee in any manner materially adverse to the Company Holders of the Notes or any of its rights and obligations under this Supplemental Indenture or the Initial IndentureGuarantee. Upon the written request of the Company Issuer and each Guarantor, if any, accompanied by a copy of a Certified Board Resolution authorizing the execution of any such supplemental indenture or Guarantee, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall shall, subject to Section 903, join with the Company Issuer and each Guarantor in the execution of such supplemental indenture or Guarantee. It shall not be necessary for any act Act of Holders under this Section 8.2 902 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guarantee, but it shall be sufficient if such act Act shall approve the substance thereof.

Supplemental Indentures and Agreements with Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding NotesSecurities, by act Act of said Holders delivered to the Company, each Guarantor, if any, Subsidiary Guarantor and the Trustee, the Company and each Subsidiary Guarantor (if a party thereto) when authorized by a Certified Resolution, Board Resolution and the Trustee, Trustee may enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Guarantee in form and substance satisfactory to the Trustee, Trustee for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Supplemental Indenture or the Initial Indenture or of modifying in any manner the rights of the Holders under this Supplemental Indenture, the Initial Indenture, the Notes Securities or any Guarantee; provided, however, that no such supplemental indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding Note Security affected thereby: (ai) extend the Stated Maturity of the principal of, or any installment of interest on, any Note, or reduce the principal amount thereof of Securities whose Holders must consent to an amendment or waiver; (iii) reduce the rate principal of interest thereon or any premium payable upon the redemption thereof, or change the coin fixed maturity of any Security, or currency in alter the optional redemption provisions, or alter the price at which the Company shall offer to purchase such Securities pursuant to Sections 1014 or 1109 hereof; (iv) make any Security payable in money other than that stated in the Security; (v) make any change in Sections 504 or 507 hereof; (vi) waive a Default or Event of Default in the payment of principal of any Note or any premium or the interest thereon is payableof, premium, if any, or impair interest on the right to institute suit for the enforcement of Securities, including any such payment on obligation arising under Sections 1009 and 1109 or after Section 1014 hereof (except a rescission of acceleration of the Stated Maturity thereof Securities pursuant to Section 502 hereof by the Holders of at least a majority (or, or in the case of redemptionthe failure to make a Change of Control Offer, on or after two-thirds) in aggregate principal amount of the redemption date thereofSecurities then Outstanding and a waiver of the payment default that resulted from such acceleration); (bvii) following the occurrence of waive a Change of Control, amend, change purchase payment required to be made under Section 1009 and 1109 or modify the obligation of the Company to make and consummate Section 1014 or a Change of Control Offer in the event of a Change of Control in accordance with Section 3.2, including amending, changing or modifying any definitions with respect thereto; (c) reduce the percentage in principal amount of the Outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Supplemental Indenture or the Initial Indenture or certain defaults hereunder and their consequences provided for in this Supplemental Indenture or the Initial Indenture or payment under Article Thirteen hereof with respect to any GuaranteeSecurity; (dviii) modify affect the ranking of the Securities; (ix) release all or substantially all of the Collateral other than pursuant to the terms of the Indenture or the Security Documents; or (x) make any of change in the provisions of this Section 8.2, Section 3.5 of this Supplemental Indenture, or Section 7.5 of the Initial Indenture, except to increase any such percentage or to provide that certain other provisions of this Supplemental Indenture or the Initial Indenture cannot be modified or waived without the consent of the Holder of each Note affected thereby; or (e) except as otherwise permitted under Article Ten of the Initial Indenture, consent to the assignment or transfer by the Company of any of its rights and obligations under this Supplemental Indenture or the Initial Indenture902. Upon the written request of the Company and each Subsidiary Guarantor, if any, accompanied by a copy of a Certified Board Resolution authorizing the execution of any such supplemental indenture or Guarantee, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or Guarantee. shall, subject It shall not be necessary for any act Act of Holders under this Section 8.2 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guarantee, but it shall be sufficient if such act Act shall approve the substance thereof.

Supplemental Indentures and Agreements with Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes, by act of said Holders delivered to the Company, each Guarantor, if any, and the Trustee, the Company and each Guarantor (if a party thereto) when authorized by a Certified Resolution, and the Trustee, may enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Guarantee in form and substance satisfactory to the Trustee, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Supplemental Indenture or the Initial Indenture or of modifying in any manner the rights of the Holders under this Supplemental Indenture, the Initial Indenture, the Notes or any Guarantee; provided, however, that no such supplemental indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) extend change the Stated Maturity of the principal of, or any installment of interest on, any Note, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Note or any premium or the 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 case of redemption, on or after the redemption date thereof); (b) following the occurrence of a Change of Control, amend, change or modify the obligation of the Company to make and consummate an Offer with respect to any Asset Sale or Asset Sales in accordance with Section 3.9 or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 3.23.11, including amending, changing or modifying any definitions with respect thereto; (c) reduce the percentage in principal amount of the Outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Supplemental Indenture or the Initial Indenture or certain defaults hereunder and their consequences provided for in this Supplemental Indenture or the Initial Indenture or with respect to any Guarantee; (d) modify any of the provisions of this Section 8.211.2, Section 3.5 of this Supplemental Indenture, or Section 7.5 of the Initial Indenture or Section 3.17 of this Supplemental Indenture, except to increase any such percentage or to provide that certain other provisions of this Supplemental Indenture or the Initial Indenture cannot be modified or waived without the consent of the Holder of each Note affected thereby; or; (e) except as otherwise permitted under Article Ten of the Initial IndentureSix, consent to the assignment or transfer by the Company or any Guarantor of any of its rights and obligations under this Supplemental Indenture or the Initial Indenture; or (f) amend or modify any of the provisions of this Supplemental Indenture or the Indenture relating to the subordination of the Notes or any Guarantee in any manner adverse to the Holders of the Notes or any Guarantee. Upon the written request of the Company and each Guarantor, if any, accompanied by a copy of a Certified Resolution authorizing the execution of any such supplemental indenture or Guarantee, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or Guarantee. It shall not be necessary for any act of Holders under this Section 8.2 11.2 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guarantee, but it shall be sufficient if such act shall approve the substance thereof.

Supplemental Indentures and Agreements with Consent of Holders. With Except as permitted by Section 9.01, with the consent of the Holders of not less than at least a majority in aggregate principal amount of the Outstanding NotesSecurities (including consents obtained in connection with a tender offer or exchange offer for Securities), by act Act of said Holders delivered to the Company, each Guarantor, if any, and the Trustee, the Company and each Guarantor (if a party thereto) when authorized by a Certified ResolutionBoard Resolutions, and the Trustee, Trustee may (i) enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Guarantee in form and substance satisfactory to the Trustee, for the purpose of adding any provisions to or amending, modifying or changing in any manner or eliminating any of the provisions of this Supplemental Indenture Indenture, the Securities or any Guarantee (including but not limited to, for the Initial Indenture or purpose of modifying in any manner the rights of the Holders under this Supplemental Indenture, the Initial Securities or any Guarantee) or (ii) waive compliance with any provision in this Indenture, the Notes Securities or any GuaranteeGuarantee (other than waivers of past Defaults covered by Section 5.13 and waivers of covenants which are covered by Section 10.20); provided, however, that no such supplemental indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding Note Security affected thereby: (a) extend change the Stated Maturity of the principal of, or any installment of interest on, or change to an earlier date any NoteRedemption Date of, or waive a default in the payment of the principal of, premium, if any, or interest on, any such Security or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Note such Security or any premium or the 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 case of redemption, on or after the redemption date thereofRedemption Date); (b) following after the occurrence of a Change of Controlobligation to purchase Securities arises thereunder, amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance or make and consummate an Offer with Section 3.2respect to any Asset Sale that has been consummated or, including amendingafter such Change of Control has occurred or such Asset Sale has been consummated, changing modify any of the provisions or modifying any definitions with respect thereto; (c) reduce the percentage in principal amount of the such Outstanding NotesSecurities, the consent of whose Holders holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of or compliance with certain provisions of this Supplemental Indenture or the Initial Indenture or certain defaults hereunder and their consequences provided for in this Supplemental Indenture or the Initial Indenture or with respect to any GuaranteeIndenture; (d) modify any of the provisions of this Section 8.2, Section 3.5 of this Supplemental Indenture, 9.02 or Section 7.5 of the Initial Indenture5.13 or Section 10.20, except to increase any the percentage of such percentage Outstanding Securities required for such actions or to provide that certain other provisions of this Supplemental Indenture or the Initial Indenture cannot be modified or waived without the consent of the Holder of each Note such Security affected thereby; or; (e) except as otherwise permitted under Article Ten of the Initial IndentureEight, consent to the assignment or transfer by the Company or any Guarantor of any of its rights and obligations under hereunder; or (f) amend or modify any of the provisions of this Supplemental Indenture relating to the ranking of the Securities or any Guarantee in any manner adverse to the Initial IndentureHolders of the Securities or any Guarantee. Upon the written request of the Company and each Guarantor, if any, accompanied by a copy of a Certified Resolution Board Resolutions authorizing the execution of any such supplemental indenture or Guarantee, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or Guarantee. It shall not be necessary for any act Act of Holders under this Section 8.2 9.02 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guarantee, but it shall be sufficient if such act Act shall approve the substance thereof.

Supplemental Indentures and Agreements with Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding NotesSecurities, by act Act of said Holders delivered to the Company, each Guarantor, if any, and the Trustee, the Company and each Guarantor (if a party thereto) the Guarantors, when authorized by a Certified Board Resolution, and the Trustee, Trustee may enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Guarantee Guarantee, in form and substance satisfactory to the Trustee, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Supplemental Indenture or the Initial Indenture or of modifying in any manner the rights of the Holders under this Supplemental Indenture, the Initial Indenture, the Notes Securities or any Guarantee; provided, however, that no such supplemental indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding Note Security affected thereby: (a) extend change the Stated Maturity of the principal of, or any installment of interest on, any NoteSecurity, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Note Security or any premium or the 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 case of redemption, on or after the redemption date thereofRedemption Date); (b) following the occurrence of a Change of Control, amend, change or modify the obligation of the Company to make and consummate an Offer with respect to any Asset Sale or Asset Sales in accordance with Section 10.13 or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 3.210.16, including amending, changing or modifying any definitions with respect thereto; (c) reduce the percentage in principal amount of the Outstanding NotesSecurities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Supplemental Indenture or the Initial Indenture or certain defaults hereunder and their consequences provided for in this Supplemental Indenture or the Initial Indenture or with respect to any Guarantee; (d) modify any of the provisions of this Section 8.2, Section 3.5 of this Supplemental Indenture, or Section 7.5 of the Initial IndentureSections 5.13 or 10.22, except to increase the percentage in principal amount of the Outstanding Securities the consent of whose Holders is required for any such percentage actions or to provide that certain other provisions of this Supplemental Indenture or the Initial Indenture cannot be modified or waived without the consent of the Holder of each Note Security affected thereby; or; (e) except as otherwise permitted under Article Ten of the Initial IndentureEight, consent to the assignment or transfer by the Company or any Guarantor of any of its rights and obligations under this Supplemental Indenture; or (f) amend or modify any of the provisions of this Indenture relating to the subordination of the Securities or any Guarantee in any manner adverse to the Initial IndentureHolders of the Securities or any Guarantee. Upon the written request of the Company and each Guarantor, if any, accompanied by a copy of a Certified Board Resolution authorizing the execution of any such supplemental indenture or Guarantee, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall shall, subject to Section 9.03, join with the Company and each Guarantor in the execution of such supplemental indenture or Guarantee. It shall not be necessary for any act Act of Holders under this Section 8.2 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guarantee, but it shall be sufficient if such act Act shall approve the substance thereof.

Supplemental Indentures and Agreements with Consent of Holders. With Except as permitted by Section 9.01, with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding NotesSecurities of each Series affected by such supplemental indenture or indentures, by act Act of said Holders delivered to the Company, each Guarantor, if any, Publishing and the Trustee, the Company Publishing and each Guarantor (if a party thereto) when authorized by a Certified Resolution, and the Trustee, Trustee may (i) enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Guarantee hereto, in form and substance reasonably satisfactory to the Trustee, for the purpose of adding any provisions to or amending, modifying or changing in any manner or eliminating any of the provisions of this Supplemental Indenture or the Initial Indenture or Securities of each such Series (including, but not limited to, for the purpose of modifying in any manner the rights of the Holders of the Securities of each such Series under this Supplemental Indenture, ) or (ii) waive compliance with any provision in this Indenture or the Initial Indenture, the Notes or any GuaranteeSecurities of each such Series (other than waivers of past Defaults covered by Section 5.13 and waivers of covenants which are covered by Section 10.19); provided, however, that no such supplemental indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding Note Securities of any Series affected thereby: (a) extend change the Stated Maturity of the principal of, or any installment of interest on, any Note, Securities of any Series or waive a default in the payment of the principal or interest on any Security of any Series or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Note Security or any premium or the 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 case of redemption, on or after the redemption date thereof); (b) following the occurrence of a Change of Control, amend, change or modify the obligation of the Company Publishing to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 3.210.14, including amending, changing or modifying any of the provisions or definitions with respect thereto; (c) reduce the percentage in principal amount of the Outstanding NotesSecurities of any Series, the consent of whose Holders is required for any such supplemental indenture, 97 indenture or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Supplemental Indenture or the Initial Indenture or certain defaults Defaults hereunder and their consequences provided for in this Supplemental Indenture or the Initial Indenture or with respect to any GuaranteeIndenture; (d) modify any of the provisions of this Section 8.2, Section 3.5 of this Supplemental Indenture, or Section 7.5 of the Initial IndentureSections 5.13 or 10.19, except to increase the percentage of Outstanding Securities of any Series required for such percentage actions or to provide that certain other provisions of this Supplemental Indenture or the Initial Indenture cannot be modified or waived without the consent of the Holder of each Note Security affected thereby; or (e) except as otherwise permitted under Article Ten of the Initial IndentureVIII, consent to the assignment or transfer by the Company Publishing or any Guarantor of any of its rights and obligations under this Supplemental Indenture. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular Series of Securities, or which modifies the Initial Indenturerights of the Holders of Securities of such Series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other Series. Upon the written request of the Company and each Guarantor, if anyPublishing, accompanied by a copy of a Certified Board Resolution authorizing the execution of any such supplemental indenture or Guaranteeindenture, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor Publishing in the execution of such supplemental indenture or Guaranteeindenture. It shall not be necessary for any act Act of Holders under this Section 8.2 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guaranteeagreement, but it shall be sufficient if such act Act shall approve the substance thereof.

Supplemental Indentures and Agreements with Consent of Holders. With Except as permitted by Section 9.01, with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding NotesSecurities of each Series affected by such supplemental indenture or indentures, by act Act of said Holders delivered to the Company, each Guarantor, if any, Publishing and the Trustee, the Company Publishing and each Guarantor (if a party thereto) when authorized by a Certified Resolution, and the Trustee, Trustee may (i) enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Guarantee hereto, in form 102 102 and substance reasonably satisfactory to the Trustee, for the purpose of adding any provisions to or amending, modifying or changing in any manner or eliminating any of the provisions of this Supplemental Indenture or the Initial Indenture or Securities of each such Series (including, but not limited to, for the purpose of modifying in any manner the rights of the Holders of the Securities of each such Series under this Supplemental Indenture, ) or (ii) waive compliance with any provision in this Indenture or the Initial Indenture, the Notes or any GuaranteeSecurities of each such Series (other than waivers of past Defaults covered by Section 5.13 and waivers of covenants which are covered by Section 10.19); provided, however, that no such supplemental indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding Note Securities of any Series affected thereby: (a) extend change the Stated Maturity of the principal of, or any installment of interest on, any Note, Securities of any Series or waive a default in the payment of the principal or interest on any Security of any Series or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Note Security or any premium or the 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 case of redemption, on or after the redemption date thereof); (b) following the occurrence of a Change of Control, amend, change or modify the obligation of the Company Publishing to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 3.210.14, including amending, changing or modifying any of the provisions or definitions with respect thereto; (c) reduce the percentage in principal amount of the Outstanding NotesSecurities of any Series, the consent of whose Holders is required for any such supplemental indenture, indenture or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Supplemental Indenture or the Initial Indenture or certain defaults Defaults hereunder and their consequences provided for in this Supplemental Indenture or the Initial Indenture or with respect to any GuaranteeIndenture; (d) modify any of the provisions of this Section 8.2, Section 3.5 of this Supplemental Indenture, or Section 7.5 of the Initial IndentureSections 5.13 or 10.19, except to increase the percentage of Outstanding Securities of any Series required for such percentage actions or to provide that certain other provisions of this Supplemental Indenture or the Initial Indenture cannot be modified 103 103 or waived without the consent of the Holder of each Note Security affected thereby; or (e) except as otherwise permitted under Article Ten of the Initial IndentureVIII, consent to the assignment or transfer by the Company Publishing or any Guarantor of any of its rights and obligations under this Supplemental Indenture. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular Series of Securities, or which modifies the Initial Indenturerights of the Holders of Securities of such Series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other Series. Upon the written request of the Company and each Guarantor, if anyPublishing, accompanied by a copy of a Certified Board Resolution authorizing the execution of any such supplemental indenture or Guaranteeindenture, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor Publishing in the execution of such supplemental indenture or Guaranteeindenture. It shall not be necessary for any act Act of Holders under this Section 8.2 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guaranteeagreement, but it shall be sufficient if such act Act shall approve the substance thereof.

Supplemental Indentures and Agreements with Consent of Holders. With Except as provided below in this Section 902 and in Section 901, this Indenture or the Notes may be amended, modified or supplemented, and noncompliance in any particular instance with any provision of this Indenture or the Notes may be waived, in each case with the written consent of the Holders of not less than at least a majority in aggregate principal amount of the Outstanding Notes, by act of said Holders delivered to Notes at the Company, each Guarantor, if any, and time outstanding. Without the Trustee, the Company and each Guarantor (if a party thereto) when authorized by a Certified Resolution, and the Trustee, may enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Guarantee in form and substance satisfactory to the Trustee, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Supplemental Indenture written consent or the Initial Indenture affirmative vote of each Holder of Notes affected thereby, an amendment, supplement or of modifying in any manner the rights of the Holders waiver under this Supplemental Indenture, the Initial Indenture, the Notes or any Guarantee; provided, however, that no such supplemental indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding Note affected therebySection 902 may not: (a) extend reduce the principal amount of or change the Stated Maturity of the principal of, or any installment of interest on, any Note, or the payment date of any installment of Interest payable on any Note; (b) reduce or alter the manner of calculation or rate of accrual of Interest or extend the time for payment of Interest on any such amount of any Note; (c) reduce the principal amount thereof Redemption Price, Repurchase Price or the rate of interest thereon or Fundamental Change Repurchase Price of, any premium payable upon the redemption thereof, Note or change the coin time at which or currency in circumstances under which the principal of any Note Notes may or any premium shall be redeemed or the interest thereon is payable, or repurchased; (d) impair the right of any Holder to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (orwith respect to, in the case of redemptionor conversion of, on or after the redemption date thereof)any Note; (be) following change the occurrence currency of a payment of such Notes or Interest, Redemption Price, Fundamental Change of Control, amend, change Repurchase Price or modify the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 3.2, including amending, changing or modifying any definitions with respect theretoRepurchase Price thereon; (cf) adversely affect the right of the Holders of the Notes to convert any Note as provided in Article Seventeen or reduce the number of shares of common stock or any other property receivable upon conversion as provided in Article Seventeen, except as otherwise permitted pursuant to Article Eight or Article Seventeen hereof; (g) modify the redemption provisions of Article Eleven in a manner adverse to the Holders of the Notes; (h) reduce the percentage in of the aggregate principal amount of the Outstanding Notes, outstanding Notes the consent of whose Holders is required for a quorum, if any such supplemental indenture, indenture entered into in accordance with this Section 902 or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Supplemental Indenture or the Initial Indenture or certain defaults hereunder and their consequences provided for in this Supplemental Indenture or the Initial Indenture or with respect to any GuaranteeIndenture; (di) change the Company’s obligation to maintain an office or agency in the places and for the purposes specified in this Indenture; or (j) modify any of the provisions of this Section 8.2, Section 3.5 of this Supplemental Indenture902, or Section 7.5 reduce the percentage of the Initial Indentureaggregate principal amount of outstanding Notes required to amend, modify or supplement the Indenture or the Notes or waive an Event of Default, except to increase any such percentage or to provide that certain other provisions of this Supplemental Indenture or the Initial Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby; or (e) except as otherwise permitted under Article Ten of the Initial Indenture, consent to the assignment or transfer by the Company of any of its rights and obligations under this Supplemental Indenture or the Initial Indenture. Upon the written request of the Company and each Guarantor, if anyCompany, accompanied by a copy of a Certified Resolution Board Resolutions authorizing the execution of any such supplemental indenture or Guaranteeindenture, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture indenture. A Future Supplemental Indenture which changes or Guaranteeeliminates any covenant or other provision of the Base Indenture which has been expressly included solely for the benefit of one or more particular series of Securities (other than the Notes) under the Indenture, or which modifies the rights of the holders of Securities (other than the Notes) with respect to such covenant or provision shall be deemed not to affect the rights of the Noteholders. Upon a Company Request accompanied by a copy of a Board Resolution authorizing the execution of any such Future Supplemental Indenture, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company in the execution of such Future Supplemental Indenture. It shall not be necessary for any act the consent of the Holders under this Section 8.2 902 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guaranteeamendment, but it shall be sufficient if such act shall approve consent approves the substance thereof.

Supplemental Indentures and Agreements with Consent of Holders. With Except as permitted by Section 9.1, with the consent of the Holders of not less than at least a majority in aggregate principal amount of the Outstanding NotesSecurities (including consents obtained in connection with a tender offer or exchange offer for Securities), by act Act of said Holders delivered to the Company, each Guarantor, if any, and the Trustee, the Company and each Guarantor (if a party thereto) when authorized by a Certified ResolutionBoard Resolutions, and the Trustee, Trustee may (i) enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to this Indenture, the Securities or any Guarantee in form and substance satisfactory to the Trustee, for the purpose of adding any provisions to or amending, modifying or changing in any manner or eliminating any of the provisions of this Supplemental Indenture Indenture, the Securities or any Guarantee (including but not limited to, for the Initial Indenture or purpose of modifying in any manner the rights of the Holders under this Supplemental Indenture, the Initial Indenture, the Notes Securities or any Guarantee) or (ii) waive compliance with any provision in this Indenture (including waivers obtained before or after a Change of Control or in connection with a purchase of, or tender offer or exchange offer for, such Notes), the Securities or any Guarantee (other than waivers of past Defaults covered by Section 5.13 and waivers of covenants which are covered by Section 10.19); provided, however, that no such supplemental indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding Note Security affected thereby: (a) extend change the Stated Maturity of the principal of, or any installment of interest on, or change to an earlier date any NoteRedemption Date of, or waive a default in the payment of the principal of, premium, if any, or interest on, any such Security or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Note Security or any premium or the 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 case of redemption, on or after the redemption date thereof); Redemption Date) (b) following the occurrence of a Change of Control, amend, change or modify the obligation of the Company other than provisions relating to make and consummate a Change of Control Offer in and Asset Sale); provided that any amendment to the event minimum notice requirement for a redemption of some or all of the Notes may be made with the consent of the Holders of a Change majority in aggregate principal amount of Control in accordance with Section 3.2, including amending, changing or modifying any definitions with respect thereto;then Outstanding Securities. (cb) reduce the percentage in principal amount of the Outstanding NotesSecurities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of or compliance with certain provisions of this Supplemental Indenture or the Initial Indenture or certain defaults hereunder and their consequences provided for in this Supplemental Indenture or the Initial Indenture or with respect to any GuaranteeIndenture; (dc) modify any of the provisions of this Section 8.2, Section 3.5 of this Supplemental Indenture, 9.2 or Section 7.5 of the Initial Indenture5.13 or 10.19, except to increase any the percentage of such percentage Outstanding Securities required for such actions or to provide that certain other provisions of this Supplemental Indenture or the Initial Indenture cannot be modified or waived without the consent of the Holder of each Note such Security affected thereby; or; (ed) except as otherwise permitted under Article Ten of the Initial IndentureEight, consent to the assignment or transfer by the Company or any Guarantor of any of its rights and obligations under hereunder; or (e) amend or modify any of the provisions of this Supplemental Indenture relating to the subordination of the Securities or any Guarantee in any manner adverse to the Initial IndentureHolders of the Securities or any Guarantee. Upon the written request of the Company and each Guarantor, if any, accompanied by a copy of a Certified Resolution Board Resolutions authorizing the execution of any such supplemental indenture or Guarantee, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or Guarantee. It shall not be necessary for any act Act of Holders under this Section 8.2 9.2 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guarantee, but it shall be sufficient if such act Act shall approve the substance thereof.

Supplemental Indentures and Agreements with Consent of Holders. With Except as permitted by Section 901, with the consent of the Holders of not less than at least a majority in aggregate principal amount of the Outstanding NotesSecurities (including consents obtained in connection with a tender offer or exchange offer for Securities), by act Act of said Holders delivered to the Company, each Guarantor, if any, and the Trustee, the Company and each Guarantor (if a party thereto) when authorized by a Certified Resolutionor pursuant to Board Resolutions, and the Trustee, Trustee may (i) enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Guarantee in form and substance satisfactory to the Trustee, for the purpose of adding any provisions to or amending, modifying or changing in any manner or eliminating any of the provisions of this Supplemental Indenture Indenture, the Securities or any Guarantee (including but not limited to, for the Initial Indenture or purpose of modifying in any manner the rights of the Holders under this Supplemental Indenture, the Initial Securities or any Guarantee) or (ii) waive compliance with any provision in this Indenture, the Notes Securities or any GuaranteeGuarantee (other than waivers of past Defaults covered by Section 513 and waivers of covenants which are covered by Section 1021); provided, however, that no such supplemental indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding Note Security affected thereby: (a) extend change the Stated Maturity of the principal of, or any installment of interest on, or change to an earlier date any NoteRedemption Date of, or waive a default in the payment of the principal of, premium, if any, or interest on, any such Security or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Note Security or any premium or the 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 case of redemption, on or after the redemption date thereofRedemption Date); (b) following the occurrence of a Change of Control, amend, change or modify the obligation of the Company to make and consummate an Offer with respect to any Asset Sale or Asset Sales in accordance with Section 1012 or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 3.21014, including including, in each case, amending, changing or modifying any definitions with respect relating thereto but only to the extent such definitions relate thereto; (c) reduce the percentage in principal amount of the Outstanding NotesSecurities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of or compliance with certain provisions of this Supplemental Indenture or the Initial Indenture or certain defaults hereunder and their consequences provided for in this Supplemental Indenture or the Initial Indenture or with respect to any GuaranteeIndenture; (d) modify any of the provisions of this Section 8.2, Section 3.5 of this Supplemental Indenture, 902 or Section 7.5 of the Initial Indenture513 or 1021, except to increase the percentage of such Outstanding Securities required for any such percentage actions or to provide that certain other provisions of this Supplemental Indenture or the Initial Indenture cannot be modified or waived without the consent of the Holder of each Note such Security affected thereby; or; (e) except as otherwise permitted under Article Ten of the Initial IndentureEight, consent to the assignment or transfer by the Company or any Guarantor of any of its rights and obligations under hereunder; or (f) amend or modify any of the provisions of this Supplemental Indenture in any manner which subordinates the Securities issued hereunder in right of payment to any other Indebtedness of the Company or which subordinates any Guarantee in right of payment to any other Indebtedness of the Initial IndentureGuarantor issuing such Guarantee. Upon the written request of the Company and each Guarantor, if any, accompanied by a copy of a Certified Resolution Board Resolutions authorizing the execution of any such supplemental indenture or Guarantee, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or Guarantee. It shall not be necessary for any act Act of Holders under this Section 8.2 902 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guarantee, but it shall be sufficient if such act Act shall approve the substance thereof.

Supplemental Indentures and Agreements with Consent of Holders. With Except as permitted by Section 9.01, with the consent of the Holders of not less than at least a majority in aggregate principal amount of the Outstanding NotesSecurities (including consents obtained in connection with a tender offer or exchange offer for Securities), by act Act of said Holders delivered to the Company, each Guarantor, if any, and the Trustee, the Company and each Guarantor (if a party thereto) when authorized by a Certified ResolutionBoard Resolutions, and the Trustee, Trustee may (i) enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Guarantee in form and substance satisfactory to the Trustee, for the purpose of adding any provisions to or amending, modifying or changing in any manner or eliminating any of the provisions of this Supplemental Indenture Indenture, the Securities or any Guarantee (including but not limited to, for the Initial Indenture or purpose of modifying in any manner the rights of the Holders under this Supplemental Indenture, the Initial Securities or any Guarantee) or (ii) waive compliance with any provision in this Indenture, the Notes Securities or any GuaranteeGuarantee (other than waivers of past Defaults covered by Section 5.13 and waivers of covenants which are covered by Section 10.20); provided, however, that no such supplemental indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding Note Security affected thereby: (a) extend change the Stated Maturity of the principal of, or any installment of interest on, or change to an earlier date any NoteRedemption Date of, or waive a default (except with respect to a rescission of acceleration of the maturity of the Securities in accordance with Section 5.02) in the payment of the principal of, premium, if any, or interest on, any such Security or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Note such Security or any premium or the 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 case of redemption, on or after the redemption date thereofRedemption Date); (b) following after the occurrence of a Change of Controlobligation to purchase Securities arises thereunder, amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance or make and consummate an Offer with Section 3.2respect to any Asset Sale that has been consummated or, including amendingafter such Change of Control has occurred or such Asset Sale has been consummated, changing modify any of the provisions or modifying any definitions with respect thereto; (c) reduce the percentage in principal amount of the such Outstanding NotesSecurities, the consent of whose Holders holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of or compliance with certain provisions of this Supplemental Indenture or the Initial Indenture or certain defaults hereunder and their consequences provided for in this Supplemental Indenture or the Initial Indenture or with respect to any GuaranteeIndenture; (d) modify any of the provisions of this Section 8.2, Section 3.5 of this Supplemental Indenture, 9.02 or Section 7.5 of the Initial Indenture5.13 or Section 10.20, except to increase any the percentage of such percentage Outstanding Securities required for such actions or to provide that certain other provisions of this Supplemental Indenture or the Initial Indenture cannot be modified or waived without the consent of the Holder of each Note such Security affected thereby; or; (e) except as otherwise permitted under Article Ten of the Initial IndentureEight, consent to the assignment or transfer by the Company or any Guarantor of any of its rights and obligations under hereunder; or (f) amend or modify any of the provisions of this Supplemental Indenture relating to the ranking of the Securities or any Guarantee in any manner adverse to the Initial IndentureHolders of the Securities or any Guarantee. Upon the written request of the Company and each Guarantor, if any, accompanied by a copy of a Certified Resolution Board Resolutions authorizing the execution of any such supplemental indenture or Guarantee, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or Guarantee. It shall not be necessary for any act Act of Holders under this Section 8.2 9.02 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guarantee, but it shall be sufficient if such act Act shall approve the substance thereof.

Supplemental Indentures and Agreements with Consent of Holders. With Except as permitted by Section 9.01, with the consent of the Holders of not less than a majority in aggregate principal amount of the 106 - 96 - Outstanding NotesSecurities of each Series affected by such supplemental indenture or indentures, by act Act of said Holders delivered to the Company, each Guarantor, if any, Publishing and the Trustee, the Company Publishing and each Guarantor (if a party thereto) when authorized by a Certified Resolution, and the Trustee, Trustee may (i) enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Guarantee hereto, in form and substance reasonably satisfactory to the Trustee, for the purpose of adding any provisions to or amending, modifying or changing in any manner or eliminating any of the provisions of this Supplemental Indenture or the Initial Indenture or Securities of each such Series (including, but not limited to, for the purpose of modifying in any manner the rights of the Holders of the Securities of each such Series under this Supplemental Indenture, ) or (ii) waive compliance with any provision in this Indenture or the Initial Indenture, the Notes or any GuaranteeSecurities of each such Series (other than waivers of past Defaults covered by Section 5.13 and waivers of covenants which are covered by Section 10.20); provided, however, that no such supplemental indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding Note Securities of any Series affected thereby: (a) extend change the Stated Maturity of the principal of, or any installment of interest on, any Note, Security of any Series or waive a default in the payment of the principal or interest on any Security of any Series or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Note Security of any Series or any premium or the 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 case of redemption, on or after the redemption date thereof); (b) following the occurrence of a Change of Control, amend, change or modify the obligation of the Company Publishing to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 3.210.15, including amending, changing or modifying any of the provisions or definitions with respect thereto; (c) reduce the percentage in principal amount of the Outstanding NotesSecurities of any Series, the consent of whose Holders is required for any such supplemental indenture, indenture or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Supplemental Indenture or the Initial Indenture or certain defaults Defaults hereunder and their consequences provided for in this Supplemental Indenture or the Initial Indenture or with respect to any GuaranteeIndenture; (d) modify any of the provisions of this Section 8.2, Section 3.5 of this Supplemental Indenture, or Section 7.5 of the Initial IndentureSections 5.13 or 10.20, except to increase the percentage of Outstanding Securities of any Series required for such percentage actions or to provide that certain 107 - 97 - other provisions of this Supplemental Indenture or the Initial Indenture cannot be modified or waived without the consent of the Holder of each Note Security affected thereby; or; (e) except as otherwise permitted under Article Ten of the Initial IndentureVIII, consent to the assignment or transfer by the Company Publishing or any Guarantor of any of its rights and obligations under this Supplemental Indenture; or (f) amend or modify any of the provisions of this Indenture relating to the subordination of the Securities of any Series or any Guarantee in any manner adverse to the Initial Indentureholders of the Securities of such Series. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular Series of Securities, or which modifies the rights of the Holders of Securities of such Series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other Series. Upon the written request of the Company and each Guarantor, if anyPublishing, accompanied by a copy of a Certified Board Resolution authorizing the execution of any such supplemental indenture or Guaranteeindenture, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor Publishing in the execution of such supplemental indenture or Guaranteeindenture. It shall not be necessary for any act Act of Holders under this Section 8.2 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guaranteeagreement, but it shall be sufficient if such act Act shall approve the substance thereof.

Supplemental Indentures and Agreements with Consent of Holders. With the consent of the Holders of not less than a majority in of the aggregate principal amount of the Outstanding NotesSecurities then Outstanding, by act Act of said Holders delivered to the Company, each Guarantor, if any, Indenture Obligor and the Trustee, the Company and each Guarantor their respective Obligor Subsidiaries (if a party thereto) ), when authorized by a Certified ResolutionBoard Resolutions of their respective Boards of Directors, and the Trustee, Trustee may enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Guarantee Guaranty or any other Indenture Documents (subject, in the case of such other Indenture Documents to the applicable provisions of such Indenture Documents) in form and substance satisfactory to the Trustee, Trustee for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Supplemental Indenture or the Initial Indenture or of modifying in any manner the rights of the Holders under this Supplemental Indenture, the Initial IndentureSecurities, the Notes any Guaranty or any Guaranteeother Indenture Documents, as the case may be; provided, however, that no such supplemental indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding Note Security affected thereby: (ai) extend reduce the Stated Maturity percentage of the aggregate principal amount of Securities, the consent of whose Holders is required for any amendment, supplement or waiver (or compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture and/or such other Indenture Document, as applicable; (ii) reduce the rate of, or any installment of interest onchange the time for payment of, any Notepremium, if any, or reduce the principal amount thereof or the rate of interest thereon or (including Defaulted Interest), payable on any premium payable upon the redemption thereofSecurity, or change the place of payment where, or the coin or currency in which the principal of which, any Note Security or any premium premium, if any, or the interest thereon is payable, or impair the 79 92 right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the redemption date thereofRedemption Date); (biii) following reduce the occurrence principal of or change the Stated Maturity of any Security, or alter the optional redemption provisions, or alter the price at which the Company shall offer to purchase such Securities pursuant to Sections 1014 or 1109 hereof; (iv) make any Security payable in money other than that stated in the Security; (v) make any change in Sections 504 or 507 hereof; (vi) waive a Change Default or Event of ControlDefault in the payment of principal of, amendpremium, change if any, or modify interest on the Securities, including any such obligation arising under Sections 1009, 1014 or Section 1109 hereof (except a rescission of acceleration of the Company Securities pursuant to Section 502 hereof by the Holders of at least a majority of the aggregate principal amount of the Securities then Outstanding (or in the case of the failure to make and consummate a Change of Control Offer in Offer, two-third of the event of a Change of Control in accordance with Section 3.2, including amending, changing or modifying any definitions with respect thereto; (c) reduce the percentage in aggregate principal amount of the Outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any Securities then Outstanding) and a waiver of compliance with certain provisions of this Supplemental Indenture the payment default that resulted from such acceleration); (vii) waive a purchase payment required to be made under Sections 1009, 1014 or the Initial Indenture 1109 or certain defaults hereunder and their consequences provided for in this Supplemental Indenture or the Initial Indenture or a payment under Article Thirteen hereof with respect to any GuaranteeSecurity; (dviii) modify affect the ranking of the Securities; (ix) affect adversely the interests, rights or obligations of the Trustee or the Collateral Agent, unless consented to by the Trustee or the Collateral Agent, as applicable; (x) release (x) any Guarantor from its obligations under its Guaranty, or (y) any Collateral other than pursuant to the terms of the Indenture, such Guaranty or the applicable Security Document; or (xi) make any change in the provisions of this Section 8.2902. Further, Section 3.5 of this Supplemental Indentureno such supplemental indenture shall, or Section 7.5 of the Initial Indenture, except to increase any such percentage or to provide that certain other provisions of this Supplemental Indenture or the Initial Indenture cannot be modified or waived without the consent of the Holders of all of the Securities then Outstanding, permit the creation of any Lien prior to or pari passu with the Lien of the Security Documents with respect to any of the Collateral, or terminate the Liens of the Security Documents, on any Collateral or deprive any Holder of each Note affected thereby; or (e) except as otherwise permitted under Article Ten the security afforded by the Lien of the Initial Security Documents, except to the extent expressly permitted by this Indenture, consent to the assignment Common Security and Intercreditor Agreement or transfer by the Company of any of its rights and obligations under this Supplemental Indenture or the Initial Indenture. Upon the written request of the Company and each Guarantor, if any, accompanied by a copy of a Certified Resolution authorizing the execution of any such supplemental indenture or Guarantee, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or Guarantee. It shall not be necessary for any act of Holders under this Section 8.2 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guarantee, but it shall be sufficient if such act shall approve the substance thereofSecurity Documents.

Supplemental Indentures and Agreements with Consent of Holders. With Except as permitted by Section 9.01, with the consent of the Holders of not less than at least a majority in aggregate principal amount of the Outstanding NotesSecurities, by act Act of said Holders delivered to the Company, each Guarantor, if any, Company and the Trustee, the Company and each Guarantor (if a party thereto) Company, when authorized by a Certified ResolutionBoard Resolutions, and the Trustee, Trustee may (i) enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Guarantee in form and substance satisfactory to the Trustee, for the purpose of adding any provisions to or amending, modifying or changing in any manner or eliminating any of the provisions of this Supplemental Indenture or the Initial Indenture or Securities (including but not limited to, for the purpose of modifying in any manner the rights of the Holders under this Supplemental Indenture, Indenture or the Initial Indenture, Securities) or (ii) waive compliance with any provision in this Indenture or the Notes or any GuaranteeSecurities (other than waivers of past Defaults covered by Section 5.13 and waivers of covenants which are covered by Section 10.12); provided, however, that no such supplemental indenture, indenture or agreement or instrument shall, without the consent of the Holder of each Outstanding Note Security affected thereby: (a) extend reduce the percentage in principal amount of the Outstanding Securities, the consent of whose Holders is required for any such supplemental indenture or agreement, or the consent of whose Holders is required for any waiver or compliance with certain provisions of this Indenture; (b) change the Stated Maturity of the principal of, or any installment of interest on, or extend the time for payment of interest on any NoteSecurity, or change to an earlier date any Redemption Date of, or waive a default in the payment of the principal or interest on, any such Security or otherwise alter the provisions with respect to the redemption of the Securities in a manner adverse to Holders, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Note Security or any premium or the 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 case of redemption, on or after the redemption date thereofRedemption Date); (b) following the occurrence of a Change of Control, amend, change or modify the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 3.2, including amending, changing or modifying any definitions with respect thereto;; and (c) reduce the percentage in principal amount of the Outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Supplemental Indenture or the Initial Indenture or certain defaults hereunder and their consequences provided for in this Supplemental Indenture or the Initial Indenture or with respect to any Guarantee; (d) modify any of the provisions of this Section 8.29.02 or Sections 5.13, Section 3.5 of this Supplemental Indenture, 10.01 or Section 7.5 of the Initial Indenture, except to increase any such percentage or to provide that certain other provisions of this Supplemental Indenture or the Initial Indenture cannot be modified or waived without the consent of the Holder of each Note affected thereby; or (e) except as otherwise permitted under Article Ten of the Initial Indenture, consent to the assignment or transfer by the Company of any of its rights and obligations under this Supplemental Indenture or the Initial Indenture10.12. Upon the written request of the Company and each Guarantor, if any, accompanied by a copy of a Certified Resolution Board Resolutions authorizing the execution of any such supplemental indenture or Guarantee, agreement and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or Guaranteeindenture. It shall not be necessary for any act Act of Holders under this Section 8.2 9.02 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guaranteeagreement, but it shall be sufficient if such act Act shall approve the substance thereof.

Supplemental Indentures and Agreements with Consent of Holders. With Except as permitted by Section 9.01, with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding NotesSecurities of each Series affected by such supplemental indenture or indentures, by act Act of said Holders delivered to the Company, each Guarantor, if any, Publishing and the Trustee, the Company Publishing and each Guarantor (if a party thereto) when authorized by a Certified Resolution, and the Trustee, Trustee may (i) enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Guarantee hereto, in form 104 104 and substance reasonably satisfactory to the Trustee, for the purpose of adding any provisions to or amending, modifying or changing in any manner or eliminating any of the provisions of this Supplemental Indenture or the Initial Indenture or Securities of each such Series (including, but not limited to, for the purpose of modifying in any manner the rights of the Holders of the Securities of each such Series under this Supplemental Indenture, ) or (ii) waive compliance with any provision in this Indenture or the Initial Indenture, the Notes or any GuaranteeSecurities of each such Series (other than waivers of past Defaults covered by Section 5.13 and waivers of covenants which are covered by Section 10.20); provided, however, that no such supplemental indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding Note Securities of any Series affected thereby: (a) extend change the Stated Maturity of the principal of, or any installment of interest on, any Note, Security of any Series or waive a default in the payment of the principal or interest on any Security of any Series or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Note Security of any Series or any premium or the 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 case of redemption, on or after the redemption date thereof); (b) following the occurrence of a Change of Control, amend, change or modify the obligation of the Company Publishing to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 3.210.15, including amending, changing or modifying any of the provisions or definitions with respect thereto; (c) reduce the percentage in principal amount of the Outstanding NotesSecurities of any Series, the consent of whose Holders is required for any such supplemental indenture, indenture or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Supplemental Indenture or the Initial Indenture or certain defaults Defaults hereunder and their consequences provided for in this Supplemental Indenture or the Initial Indenture or with respect to any GuaranteeIndenture; (d) modify any of the provisions of this Section 8.2, Section 3.5 of this Supplemental Indenture, or Section 7.5 of the Initial IndentureSections 5.13 or 10.20, except to increase the percentage of Outstanding Securities of any Series required for such percentage actions or to provide that certain other provisions of this Supplemental Indenture or the Initial Indenture cannot be modified 105 105 or waived without the consent of the Holder of each Note Security affected thereby; or; (e) except as otherwise permitted under Article Ten of the Initial IndentureVIII, consent to the assignment or transfer by the Company Publishing or any Guarantor of any of its rights and obligations under this Supplemental Indenture; or (f) amend or modify any of the provisions of this Indenture relating to the subordination of the Securities of any Series or any Guarantee in any manner adverse to the Initial Indentureholders of the Securities of such Series. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular Series of Securities, or which modifies the rights of the Holders of Securities of such Series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other Series. Upon the written request of the Company and each Guarantor, if anyPublishing, accompanied by a copy of a Certified Board Resolution authorizing the execution of any such supplemental indenture or Guaranteeindenture, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor Publishing in the execution of such supplemental indenture or Guaranteeindenture. It shall not be necessary for any act Act of Holders under this Section 8.2 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guaranteeagreement, but it shall be sufficient if such act Act shall approve the substance thereof.

Supplemental Indentures and Agreements with Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Senior Notes, by act Act of said Holders delivered to the CompanyIssuer, each Guarantor, if any, the Partnership and the Trustee, the Company Issuer and each Guarantor (if a party thereto) the Partnership when authorized by a Certified ResolutionBoard Resolutions, and the Trustee, Trustee may enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any the Collateral, the Senior Note Mortgage or the Senior Guarantee in form and substance satisfactory to the Trustee, Trustee for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Supplemental Indenture or the Initial Indenture or of modifying in any manner the rights of the Holders under this Supplemental Indenture, the Initial IndentureSenior Notes, the Notes Senior Guarantee, the Senior Guarantee Mortgage, or any Guaranteethe Senior Note Mortgage; provided, however, that no such supplemental indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding Senior Note affected thereby: (a) extend change the Stated Maturity of the principal of, or any installment of interest on, any Note, Senior Note or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Senior Note or any premium or the 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 case of redemption, on or after the redemption date thereofRedemption Date); (b) following the occurrence of a Change of Control, amend, change or modify the obligation of the Company Issuer and the Partnership to make and consummate a the Change of Control Offer in under Section 10.13 (or modify any of the event of a Change of Control in accordance with Section 3.2, including amending, changing provisions or modifying any definitions with respect theretothereto in a manner which adversely affects the rights of Holders); (c) reduce the percentage in principal amount of the Outstanding Senior Notes, the consent of whose Holders is required for any such supplemental indentureindenture or amendment to the Senior Note Mortgage Documents, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Supplemental Indenture or the Initial Indenture or certain defaults Defaults hereunder and their consequences consequences) provided for in this Supplemental Indenture or the Initial Indenture Indenture, or with respect to any Guaranteethe Senior Guarantee or the Senior Note Mortgage Documents; (d) modify any of the provisions of this Section 8.2, Section 3.5 of this Supplemental Indenture, or Section 7.5 of the Initial Indenture5.13 and 10.20, except to increase any such percentage or to provide that certain other provisions of this Supplemental Indenture or the Initial Indenture Senior Note Mortgage Documents cannot be modified or waived without the consent of the Holder of each Senior Note affected thereby; or (e) except as otherwise permitted under by Article Ten of the Initial IndentureEight, consent to the assignment or transfer by the Company Issuer or the Partnership of any of its rights and obligations under this Supplemental Indenture; or to the release of any Collateral from the Liens created by the Senior Note Mortgage Documents except in accordance with this Indenture or and the Initial IndentureSenior Note Mortgage Documents. Upon the written request of the Company Issuer and each Guarantor, if any, the Partnership accompanied by a copy of a Certified Board Resolution authorizing the execution of any such supplemental indenture or Guaranteeindenture, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company Issuer, the Partnership and each Guarantor any other obligor under the Senior Notes in the execution of such supplemental indenture or Guaranteeindenture. It shall not be necessary for any act Act of Holders under this Section 8.2 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guaranteeindenture, but it shall be sufficient if such act Act shall approve the substance thereof. The terms of any document entered into pursuant to this Section shall be subject to prior approval, if required, of the CCC and the NJDGE.

Supplemental Indentures and Agreements with Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes, by act of said Holders delivered to the Company, each Guarantor, if any, and the Trustee, the Company and each Guarantor (if a party thereto) when authorized by a Certified Resolution, and the Trustee, may enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Guarantee in form and substance satisfactory to the Trustee, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Supplemental Indenture or the Initial Indenture or of modifying in any manner the rights of the Holders under this Supplemental Indenture, the Initial Indenture, the Notes or any Guarantee; provided, however, that no such supplemental indenture, agreement or instrument shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) extend change the Stated Maturity of the principal of, or any installment of interest on, any Note, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Note or any premium or the 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 case of redemption, on or after the redemption date thereof); (b) following the occurrence of a Change of Control, amend, change or modify the obligation of the Company to make and consummate an Offer with respect to any Asset Sale or Asset Sales in accordance with Section 3.9 or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 3.23.11, including amendingamend- ing, changing or modifying any definitions with respect thereto; (c) reduce the percentage in principal amount of the Outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Supplemental Indenture or the Initial Indenture or certain defaults hereunder and their consequences provided for in this Supplemental Indenture or the Initial Indenture or with respect to any Guarantee; (d) modify any of the provisions of this Section 8.211.2, Section 3.5 of this Supplemental Indenture, or Section 7.5 of the Initial Indenture or Section 3.17 of this Supplemental Indenture, except to increase any such percentage or to provide that certain other provisions of this Supplemental Indenture or the Initial Indenture cannot be modified or waived without the consent of the Holder of each Note affected thereby; or; (e) except as otherwise permitted under Article Ten of the Initial IndentureSix, consent to the assignment or transfer by the Company or any Guarantor of any of its rights and obligations under this Supplemental Indenture or the Initial Indenture; or (f) amend or modify any of the provisions of this Supplemental Indenture or the Indenture relating to the subordination of the Notes or any Guarantee in any manner adverse to the Holders of the Notes or any Guarantee. Upon the written request of the Company and each Guarantor, if any, accompanied by a copy of a Certified Resolution authorizing the execution of any such supplemental indenture or Guarantee, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or Guarantee. It shall not be necessary for any act of Holders under this Section 8.2 11.2 to approve the particular form of any proposed supplemental indenture or Guarantee or agreement or instrument relating to any Guarantee, but it shall be sufficient if such act shall approve the substance thereof.