Common use of Supplemental Indentures With Consent Clause in Contracts

Supplemental Indentures With Consent. of Holders of Securities. -------------------------------------------------------------- With either (i) the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, by the Act of said Holders delivered to the Company and the Trustee, or (ii) by the adoption of a resolution, at a meeting of Holders of the Outstanding Securities at which a quorum is present, by the Holders of at least 66 2/3% in aggregate principal amount of the Outstanding Securities represented at such meeting, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities under this Indenture; provided, however, that no such supplemental indenture shall, without the consent or affirmative vote of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of any Security, or reduce the principal amount of, or the premium, if any, or reduce the amount payable upon a redemption or repurchase, or change the place or currency of payment of the principal of, premium, if any, or Liquidated Damages, if any (except as may be effected through an amendment with the Registration Rights Agreement in accordance with its terms), or Redemption Price, Repurchase Price or Purchase Price in respect of such Security) or impair the right to institute suit for the enforcement of any payment in respect of any Security on or after the Stated Maturity thereof (or, in the case of redemption or any repurchase, on or after the Redemption Date, Repurchase Date or Purchase Date as the case may be) or, except as permitted by Section 12.11, adversely affect the right of Holders to convert any Security as provided in Article XII, or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders; or (2) reduce the requirements of Section 9.4 for quorum or voting, or reduce the percentage in principal amount of the Outstanding Securities 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 Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (3) modify the obligation of the Company to maintain an office or agency in the Borough of Manhattan, The City of New York, pursuant to Section 10.2; or (4) modify any of the provisions of this Section or Section 5.13 or 10.12, except to increase any percentage contained herein or therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; or (5) modify the provisions of Article XIV in a manner adverse to the Holders; or (6) Modify the provisions of Article XI in a manner adverse to the Holders; or (7) modify any of the provisions of Section 10.9. It shall not be necessary for any Act of Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures With Consent. of Holders of Securitiesa Series. -------------------------------------------------------------- With either the consent (ievidenced as provided in Section 9.01) the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, by the Act of said Holders delivered to the Company and the Trustee, or (ii) by the adoption of a resolution, at a meeting of Holders of the Outstanding Securities at which a quorum is present, by the Holders of at least 66 2/350% in aggregate principal amount at Stated Maturity of the Outstanding Securities represented at the time outstanding of each series affected by such meetingsupplemental indenture or indentures, the Company, when authorized by or pursuant to a resolution of the Board Resolutionof Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however, that no such supplemental indenture shall, shall without the consent or affirmative vote of the Holder of each Outstanding outstanding Security affected thereby, thereby (1i) change extend the Stated fixed Maturity of the principal of any Security, or reduce the principal amount of, rate of interest or extend the premiumtime of payment of interest, if any, thereon or reduce the principal thereof or the time during which premium is payable thereon or change the Required Currency, or reduce the amount payable upon a redemption or repurchase, or change the place or currency of payment of the principal of, premium, if anyof an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 7.01 or the amount thereof provable in bankruptcy pursuant to Section 7.02 without the consent of the Holder of each Security so affected, or Liquidated Damages, if any (except as may be effected through an amendment with the Registration Rights Agreement in accordance with its terms), or Redemption Price, Repurchase Price or Purchase Price in respect of such Securityii) or impair the right to institute suit for the enforcement of any payment in respect of any Security on or after the Stated Maturity thereof (or, in the case of redemption or any repurchase, on or after the Redemption Date, Repurchase Date or Purchase Date as the case may be) or, except as permitted by Section 12.11, adversely affect the right of Holders to convert any Security as provided in Article XII, or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders; or (2) reduce the requirements of Section 9.4 for quorum or voting, or reduce the percentage in principal amount at Stated Maturity of the Outstanding Securities outstanding Securities, 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 hereof or of this Indenture or certain defaults hereunder and their consequences) consequences provided for in this Indenture; or , or (3) modify the obligation of the Company to maintain an office or agency in the Borough of Manhattan, The City of New York, pursuant to Section 10.2; or (4iii) modify any of the provisions provision of this Section 11.02 or Section 5.13 or 10.12, 7.07 hereof except to increase any such percentage contained herein or therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; or (5) modify . A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the provisions benefit of Article XIV in a manner adverse to one or more particular series of Securities, or which modifies the Holders; or (6) Modify the provisions of Article XI in a manner adverse to the Holders; or (7) modify any rights of the provisions Holders of Section 10.9Securities 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 request of the Company, accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Holders of such series as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for any Act the consent of the Holders of Securities under this Section 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof.

Supplemental Indentures With Consent. of Holders Securityholders of Securitiesa Series. -------------------------------------------------------------- With either the consent (ievidenced as provided in Section 7.01) the written consent of the Holders holders of not less than a majority in aggregate principal amount of the Outstanding Securities, by the Act of said Holders delivered to the Company and the Trustee, or (ii) by the adoption of a resolution, at a meeting of Holders of the Outstanding Securities at which a quorum is present, the time Outstanding of each series affected by the Holders of at least 66 2/3% in aggregate principal amount of the Outstanding Securities represented at such meetingsupplemental indenture or indentures, the Company, when authorized by a the resolutions of the Board Resolutionof Directors, and the Trustee from time to time and at any time may enter into an indenture or indentures supplemental hereto to this Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders holders of the Securities under this Indentureof each such series; provided, however, that without the consent of the holder of each Security affected thereby no such supplemental indenture shall, without the consent or affirmative vote of the Holder of each Outstanding Security affected thereby, : (1a) change the Stated Maturity of the principal of or any premium or any installment of interest on, any Security, or reduce the principal amount of, of any Security or the premium, if anyany premium or interest on any Security, or reduce the amount of principal payable upon a redemption or repurchaseacceleration of the Maturity of any Original issue Discount Security, or change any Place of Payment where, or the place coin or currency of payment of the principal ofin which, premiumany Security or any premium or interest on any Security is payable, if any, or Liquidated Damages, if any (except as may be effected through an amendment with the Registration Rights Agreement in accordance with its terms), or Redemption Price, Repurchase Price or Purchase Price in respect of such Security) or impair the right to institute suit for the enforcement of any such payment in respect of any Security on or after the its Stated Maturity thereof (orMaturity, in the case of redemption or make any repurchase, on or after the Redemption Date, Repurchase Date or Purchase Date as the case may be) or, except as permitted by Section 12.11, adversely affect the right of Holders to convert any Security as provided change in Article XII, or modify III that adversely affects the provisions rights of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holdersany Securityholder; or (2b) reduce the requirements of Section 9.4 for quorum or voting, or reduce the percentage in principal amount of the Outstanding Securities the consent of whose Holders holders is required for any such supplemental indenture or the consent of whose Holders holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder under this Indenture and their consequences) consequences provided for in this Indenture; or or (3c) modify the obligation provisions of Section 5.01 providing for the rescinding and annulment of a declaration accelerating the Maturity of the Company to maintain an office Securities of any series, or agency in the Borough of Manhattan, The City of New York, pursuant to Section 10.2; or (4) modify any of the provisions of this Section 9.02 or Section 5.13 or 10.125.07(b), except to increase any such percentage contained herein or therein or to provide that certain other provisions of this Indenture cannot be modified or waived without waived. Upon request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders of such series as aforesaid, the Holder Trustee shall join with the Company in the execution of each Outstanding Security affected thereby; or (5) modify such supplemental indenture unless such supplemental indenture affects the provisions of Article XIV Trustee's own rights, duties or immunities under this Indenture or otherwise, in a manner adverse to which case the Holders; or (6) Modify the provisions of Article XI Trustee may in a manner adverse to the Holders; or (7) modify any of the provisions of Section 10.9its discretion, but shall not be obliged to, enter into such supplemental indenture. It shall not be necessary for any Act the consent of Holders of Securities the Securityholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof.

Supplemental Indentures With Consent. of Holders of Securities. -------------------------------------------------------------- ------------------------------------------------------------- With either (i) the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, by the Act of said Holders delivered to the Company and the Trustee, or (ii) by the adoption of a resolution, at a meeting of Holders of the Outstanding Securities at which a quorum is present, by the Holders of at least 66 2/3% 66?% in aggregate principal amount of the Outstanding Securities represented at such meeting, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities under this Indenture; provided, however, that no such supplemental indenture shall, without the consent or affirmative vote of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of interest on, any Security, or reduce the principal amount of, or the premium, if any, or the rate of interest payable thereon, or reduce the amount payable upon a redemption or mandatory repurchase, or change the place or currency of payment of the principal of, premium, if any, or interest on any Security (including any payment of Liquidated Damages, if any Damages (except as may be effected through an amendment with of the Registration Rights Agreement in accordance with its terms), ) or Redemption Price, Repurchase Price or Purchase Repurchase Price in respect of such Security) or impair the right to institute suit for the enforcement of any payment in respect of any Security on or after the Stated Maturity thereof (or, in the case of redemption or any repurchase, on or after the Redemption Date or Repurchase Date, Repurchase Date or Purchase Date as the case may be) or, except as permitted by Section 12.11, adversely affect the right of Holders to convert any Security as provided in Article XII, or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders; or, (2) reduce the requirements of Section 9.4 for quorum or voting, or reduce the percentage in principal amount of the Outstanding Securities 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 Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (3) modify the obligation of the Company to maintain an office or agency in the Borough of Manhattan, The City of New York, pursuant to Section 10.2; or (4) modify any of the provisions of this Section or Section 5.13 or 10.12, except to increase any percentage contained herein or therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; (4) modify the ranking of the Notes in a manner adverse to the Holders; or (5) modify the provisions of Article XIV Company's right to redeem the Notes in a manner adverse to the Holders; or (6) Modify modify the provisions of Article XI XII or XIII in a manner adverse to the Holders; or (7) modify any of the provisions of Section 10.910.9 in a manner adverse to the Holder. It shall not be necessary for any Act of Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures With Consent. of Holders of Securities--------------------------------------- Holders. -------------------------------------------------------------- ------- With either (i) the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding SecuritiesDebt Securities of each series affected by such supplemental indenture voting separately, by the Act of said Holders delivered to the Company and the Trustee, or (ii) by the adoption of a resolution, at a meeting of Holders of the Outstanding Securities at which a quorum is present, by the Holders of at least 66 2/3% in aggregate principal amount of the Outstanding Securities represented at such meeting, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities under this IndentureIndenture of such Debt Securities or Coupons, if any; provided, however, that no such supplemental -------- ------- indenture shall, without the consent or affirmative vote of the Holder of each Outstanding Debt Security of each such series affected thereby, (1) change the Stated Maturity of the principal of, or installment of interest, if any, on, any Debt Security, or reduce the principal amount ofthereof or the interest thereon or any premium payable upon redemption thereof, or change the Stated Maturity of or reduce the amount of any payment to be made with respect to any Coupon, or change the Currency or Currencies in which the principal of (and premium, if any) or interest on such Debt Security is denominated or payable, or reduce the amount of the principal of a Discount Security that would be due and payable upon a redemption declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or adversely affect the right of repayment or repurchase, or change the place or currency of payment of the principal of, premium, if any, or Liquidated Damages, if any (except as may be effected through an amendment with at the Registration Rights Agreement in accordance with its terms)option of the Holder, or Redemption Pricereduce the amount of, Repurchase Price or Purchase Price in respect of such postpone the date fixed for, any payment under any sinking fund or analogous provisions for any Debt Security) , or impair the right to institute suit for the enforcement of any payment in respect of any Security on or after the Stated Maturity thereof (or, in the case of redemption or any repurchaseredemption, on or after the Redemption Date), Repurchase Date or Purchase Date limit the obligation of the Company to maintain a paying agency outside the United States for payment on Bearer Securities as the case may be) orprovided in Section 12.03, except as permitted by Section 12.11, or adversely affect the right of Holders to convert any Debt Security as provided in Article XII, or modify the provisions into shares of this Indenture with respect to the subordination Common Stock of the Securities in a manner adverse Company as may be provided pursuant to the HoldersSection 3.01; or (2) reduce the requirements of Section 9.4 for quorum or voting, or reduce the percentage in principal amount of the Outstanding Debt Securities 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 Indenture or certain defaults or Events of Default hereunder and their consequences) consequences provided for in this Indenture; or (3) modify the obligation of the Company to maintain an office or agency in the Borough of Manhattan, The City of New York, pursuant to Section 10.2; or (4) modify any of the provisions of this Section or Section, Section 5.13 or 10.12Section 12.09, except to increase any such percentage contained herein or therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Debt Security of each series affected thereby; provided, however, that this clause shall not be -------- ------- deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 12.09, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 11.01(7); or (54) modify any of the provisions of Article XIV this Indenture relating to the subordination of the Debt Securities in a manner adverse to the Holders; or (6) Modify the provisions of Article XI in a manner adverse to the Holders; or (7) modify any of the provisions of Section 10.9. It shall not be necessary for any Act of Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures With Consent. of Holders of Securities. -------------------------------------------------------------- ------------------------------------------------------------- With either (i) the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, by the Act of said Holders delivered to the Company and the Trustee, or (ii) by the adoption of a resolution, at a meeting of Holders of the Outstanding Securities at which a quorum is present, by the Holders of at least 66 2/3662/3% in aggregate principal amount of the Outstanding Securities represented at such meeting, the Company, when authorized by a Board Resolution, the Guarantors, when authorized by their respective Board Resolutions, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities under this Indenture; provided, however, that no such supplemental indenture shall, without the consent or affirmative vote of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of interest on, any Security, or reduce the principal amount of, or the premium, if any, or the rate of interest payable thereon, or reduce the amount payable upon a redemption or mandatory repurchase, or change the place or currency of payment of the principal of, premium, if any, or interest on any Security (including any payment of Liquidated Damages, if any Damages (except as may be effected through an amendment with of the Registration Rights Agreement in accordance with its terms), ) or Redemption Price, Repurchase Price or Purchase Repurchase Price in respect of such Security) or impair the right to institute suit for the enforcement of any payment in respect of any Security on or after the Stated Maturity thereof (or, in the case of redemption or any repurchase, on or after the Redemption Date or Repurchase Date, Repurchase Date or Purchase Date as the case may be) or, except as permitted by Section 12.11, adversely affect the right of Holders to convert any Security as provided in Article XII, or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders; or (2) reduce the requirements of Section 9.4 for quorum or voting, or reduce the percentage in principal amount of the Outstanding Securities 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 Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (3) modify the obligation of the Company to maintain an office or agency in the Borough of Manhattan, The City of New York, pursuant to Section 10.2; or (4) modify any of the provisions of this Section or Section 5.13 or 10.12, except to increase any percentage contained herein or therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; or (5) modify the provisions ranking of Article XIV the Securities in a manner adverse to the Holders; or (6) Modify modify the provisions of Article XI in a manner adverse to the Holders; or; (7) modify any of the provisions of Section 10.9; or (8) modify the provisions of Section 10.13 or Article XIII, or the terms of the Guarantees, in a manner adverse to the Holders. It shall not be necessary for any Act of Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures With Consent. of Holders of Securities--------------------------------------- Securityholders. -------------------------------------------------------------- --------------- With either (i) the written consent of the Holders of not less than a majority 66 2/3% in aggregate principal amount Principal Amount of the Outstanding Securities, in each case by the Act of said Holders delivered to the Company and the Trustee, or (ii) by the adoption of a resolution, at a meeting of Holders of the Outstanding Securities at which a quorum is present, by the Holders of at least 66 2/3% in aggregate principal amount of the Outstanding Securities represented at such meeting, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of such Securities under this Indenture; provided, however, that no such supplemental indenture shall, without -------- ------- the consent or affirmative vote of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of interest (including Additional Interest, if any) on, any Security, or reduce the principal amount of, (or the premium, if any) thereof payable when the same becomes due and payable (whether at the Final Maturity Date, upon redemption, on a Change of Control Purchase Date or otherwise) or the rate of interest, thereon, or change any Redemption Price or Change in Control Purchase Price, or reduce the amount of principal of any Security that may at any time be declared to be due and payable upon a redemption or repurchasepursuant to Section 8.02, or change the place of payment where, or the coin or currency of payment of the principal ofin which, premiumany Security or any premium or interest thereon is payable, if any, or Liquidated Damages, if any (except as may be effected through an amendment with the Registration Rights Agreement in accordance with its terms), or Redemption Price, Repurchase Price or Purchase Price in respect of such Security) or impair the right to institute suit for the enforcement of any payment in respect of any Security on or after the Stated Maturity thereof (or, in the case of redemption or any repurchaseredemption, on or after the Redemption Date, Repurchase Date or Change in Control Purchase Date as the case may bePrice) or, except as permitted by Section 12.11, adversely affect or for enforcement of the right of Holders to convert any a Security as provided in accordance with Article XII4, or alter adversely the terms and provisions of Article 4 applicable to conversion of the Securities or modify the subordination provisions of this Indenture with respect to the subordination of the Securities Article 5 in a manner materially adverse to the HoldersHolders of Securities; or (2) reduce the requirements of Section 9.4 for quorum or voting, or reduce the percentage in principal amount Principal Amount of the Outstanding Securities Securities, 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 Indenture or certain defaults hereunder and their consequences) consequences provided for in this Indenture; or (3) modify the obligation of the Company to maintain an office or agency in the Borough of Manhattan, The City of New York, pursuant to Section 10.2; or (4) modify any of the provisions of this Section, Section 6.11 or Section 5.13 or 10.128.13, except to increase any such percentage contained herein or therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; or (5) modify the provisions of Article XIV in a manner adverse to the Holders; or (6) Modify the provisions of Article XI in a manner adverse to the Holders; or (7) modify any of the provisions of Section 10.9. It shall not be necessary for any an Act of Holders of Securities Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures With Consent. of Holders of Securitiesa Series. -------------------------------------------------------------- With either the consent (ievidenced as provided in Section 9.01) the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, by the Act of said Holders delivered to the Company and the Trustee, or (ii) by the adoption of a resolution, at a meeting of Holders of the Outstanding Securities at which a quorum is present, by the Holders of at least 66 2/350% in aggregate principal amount at Stated Maturity of the Outstanding Securities represented at the time outstanding of each series affected by such meetingsupplemental indenture or indentures, the Company, when authorized by or pursuant to a resolution of the Board Resolutionof Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent or affirmative vote of the Holder of each Outstanding outstanding Security affected thereby, , (1i) extend the fixed Maturity of any Security, (ii) reduce the rate of interest of, or any premium payable upon the redemption of, any Security, or extend the time of payment of principal or interest, if any, thereon or reduce the principal thereof or the time during which premium is payable thereon, (iii) change the Stated Maturity Required Currency, (iv) reduce the amount of the principal of any Securityan Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 7.01 or the amount thereof provable in bankruptcy pursuant to Section 7.02 without the consent of the Holder of each Security so affected, or reduce (v) change the principal amount ofplace of payment where, or the premium, if any, currency or reduce the amount payable upon a redemption or repurchase, or change the place currencies or currency of payment of the principal ofunit or units in which, premiumany Security or any premium or interest thereon is payable, if any, or Liquidated Damages, if any (except as may be effected through an amendment with the Registration Rights Agreement in accordance with its terms), or Redemption Price, Repurchase Price or Purchase Price in respect of such Securityvi) or impair the right to institute suit for the enforcement of any such payment in respect of any Security on or after the Stated Maturity thereof maturity thereof, (orvii) affect adversely the terms, in the case if any, of redemption or any repurchase, on or after the Redemption Date, Repurchase Date or Purchase Date as the case may be) or, except as permitted by Section 12.11, adversely affect the right conversion of Holders to convert any Security as provided in Article XIIinto stock or other securities of the Company or of any other corporation, or modify (viii) change any obligation of the provisions of this Indenture Company, with respect to outstanding Securities, to maintain an office or agency in the subordination of places and for the Securities purposes specified in a manner adverse to the Holders; or Indenture, (2ix) reduce the requirements of Section 9.4 for quorum or voting, or reduce the percentage in principal amount at Stated Maturity of the Outstanding Securities outstanding Securities, 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 hereof or of this Indenture or certain defaults hereunder and their consequences) consequences provided for in this Indenture; or , or (3) modify the obligation of the Company to maintain an office or agency in the Borough of Manhattan, The City of New York, pursuant to Section 10.2; or (4x) modify any of the provisions provision of this Section 11.02 or Section 5.13 or 10.12, 7.07 hereof except to increase any such percentage contained herein or therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; or (5) modify . A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the provisions benefit of Article XIV in a manner adverse to one or more particular series of Securities, or which modifies the Holders; or (6) Modify the provisions of Article XI in a manner adverse to the Holders; or (7) modify any rights of the provisions Holders of Section 10.9Securities 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 request of the Company, accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Holders of such series as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for any Act the consent of the Holders of Securities under this Section 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof.

Supplemental Indentures With Consent. of Holders of Securities------------------------------------------------------- Securityholders. -------------------------------------------------------------- With either the consent (ievidenced as provided in Section 7.1) the written consent of the Holders --------------- holders of not less than a majority in aggregate principal amount of the Outstanding Securities, Debentures at the time outstanding affected by the Act of said Holders delivered to the Company and the Trustee, or such supplemental indenture (ii) by the adoption of voting as a resolution, at a meeting of Holders of the Outstanding Securities at which a quorum is present, by the Holders of at least 66 2/3% in aggregate principal amount of the Outstanding Securities represented at such meetingclass), the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders holders of Securities under this Indenturethe Debentures; provided, however, that no such supplemental -------- ------- indenture shall, shall without the consent or affirmative vote of the Holder holders of each Outstanding Security Debenture then outstanding and affected thereby, thereby (1i) change the Stated Maturity of the principal fixed maturity of any SecurityDebenture, or reduce the principal amount ofthereof or any premium thereon, or reduce the premiumrate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Debentures, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, or (ii) reduce the amount payable upon aforesaid percentage of Debentures the holders of which are required to consent to any such supplemental indenture; provided -------- further, however, that if the Debentures are held by a redemption trust or repurchasea trustee of ------- ------- such trust, or change such supplemental indenture shall not be effective until the place or currency holders of payment a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; provided further, however, that if the consent of -------- ------- ------- the Securityholder of each outstanding Debenture is required, such supplemental indenture shall not be effective until each holder of the principal ofTrust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, premium, if any, or Liquidated Damages, if any (except as may be effected through an amendment and upon the filing with the Registration Rights Agreement Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in accordance with its terms), or Redemption Price, Repurchase Price or Purchase Price in respect the execution of such Security) supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or impair immunities under this Indenture or otherwise, in which case the right to institute suit for Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the enforcement execution by the Company and the Trustee of any payment in respect of any Security on or after the Stated Maturity thereof (or, in the case of redemption or any repurchase, on or after the Redemption Date, Repurchase Date or Purchase Date as the case may be) or, except as permitted by Section 12.11, adversely affect the right of Holders supplemental indenture pursuant to convert any Security as provided in Article XII, or modify the provisions of this Indenture with respect Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the subordination Securityholders as their names and addresses appear upon the Debenture Register. Any failure of the Securities in a manner adverse Trustee to the Holders; or (2) reduce the requirements of Section 9.4 for quorum or votingmail such notice, or reduce any defect therein, shall not, however, in any way impair or affect the percentage in principal amount validity of the Outstanding Securities 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 Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (3) modify the obligation of the Company to maintain an office or agency in the Borough of Manhattan, The City of New York, pursuant to Section 10.2; or (4) modify any of the provisions of this Section or Section 5.13 or 10.12, except to increase any percentage contained herein or therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; or (5) modify the provisions of Article XIV in a manner adverse to the Holders; or (6) Modify the provisions of Article XI in a manner adverse to the Holders; or (7) modify any of the provisions of Section 10.9indenture. It shall not be necessary for any Act the consent of Holders of Securities the Securityholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof.