Common use of With Consent of Holders Clause in Contracts

With Consent of Holders. (a) Subject to Section 6.07, the Issuer, the Subsidiary Guarantors and the Trustee, together, with the written consent of the Holder or Holders of a majority in aggregate principal amount of the outstanding Notes may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees, without notice to any other Holders. Subject to Sections 6.07, the Holder or Holders of a majority in aggregate principal amount of the outstanding Notes may waive compliance with any provision of this Indenture, the Notes or the Subsidiary Guarantees without notice to any other Holders. (b) Notwithstanding Section 9.02(a), without the consent of each Holder affected, no amendment or waiver may: (1) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (2) reduce the principal amount of, or premium, if any, or interest on, any Note; (3) change the place of payment of principal of, or premium, if any, or interest on, any Note; (4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (7) voluntarily release a Subsidiary Guarantor of the Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04; or (9) modify or change any provisions of this Indenture affecting the ranking of the Notes or the Subsidiary Guarantees in any manner adverse to the Holders of the Notes. (c) It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders. (a) Subject to Section 6.07The Company, the IssuerGuarantors, the Subsidiary Guarantors when authorized by a Board Resolution of each of them, and the Trustee, together, Trustee may amend or supplement this Indenture or the Notes with the written consent of the Holder or Holders of not less than a majority in aggregate principal amount of the outstanding Notes may amend or supplement this Indenture(including Additional Notes, the Notes or the Subsidiary Guarantees, if any) without notice to any other HoldersNoteholder. Subject to Sections 6.07, the Holder or The Holders of not less than a majority in aggregate principal amount of the outstanding Notes (including Additional Notes, if any) may waive compliance in a particular instance by the Company with any provision of this Indenture, Indenture or the Notes or the Subsidiary Guarantees without notice to any other Holders. (b) Notwithstanding Noteholder. Subject to Section 9.02(a)8.04, without the consent of each Holder Noteholder affected, no amendment however, an amendment, supplement or waiver, including a waiver maypursuant to Section 6.04, may not: (1) change reduce the Stated Maturity amount of Notes whose Holders must consent to an amendment, supplement or waiver to this Indenture or the principal of, or any installment of interest on, any NoteNotes; (2) reduce the principal amount of, rate of or premium, if any, or change the time for payment of interest on, on any Note; (3) reduce the principal of or premium on or change the place Stated Maturity of payment of principal of, or premium, if any, or interest on, any Note; (4) impair the right to institute suit for the enforcement of make any payment on or after the Stated Maturity (or, Note payable in money other than that stated in the case of a redemption, on or after the Redemption Date) of any Note; (5) change the amount or time of any payment required by the Notes or reduce the above-stated percentages premium payable upon any redemption of outstanding Notes the consent of whose Holders is necessary to modify Notes, or amend this Indenturechange the time before which no such redemption may be made; (6) waive a default in the payment of the principal of, premium, if anyinterest on, or interest on the Notesredemption payment with respect to, any Note; (7) voluntarily release a Subsidiary Guarantor make any changes in Sections 6.04 or 6.07 hereof or this sentence of the Notes, except as permitted by this IndentureSection 8.02; (8) reduce amend, alter, change or modify the percentage obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control or aggregate principal amount make and consummate an Excess Proceeds Offer after such obligation has arisen or waive any Default in the performance of outstanding Notes any such offers or modify any of the consent of whose Holders is necessary for waiver of compliance provisions or definitions with Sections 6.02 and 6.04respect to any such offers; or (9) modify or change take any provisions of other action otherwise prohibited by this Indenture affecting to be taken without the ranking consent of each holder affected thereby. Upon the request of the Notes or Company, accompanied by a Board Resolution authorizing the Subsidiary Guarantees in execution of any manner adverse such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Holders Trustee of the Notes. (c) consent of the Noteholders as aforesaid and upon receipt by the Trustee of the documents described in Section 8.06 hereof, the Trustee shall join with the Company and the Guarantors in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver waiver, but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders. (a) Subject Without limitation to the provisions of Section 6.079.01, modifications, amendments and supplements of the IssuerNotes, the Subsidiary Guarantors and the Trustee, together, any Guarantees or other guarantees thereof or this Indenture may be made with the written consent of the Holder or Holders of a majority in aggregate principal amount of the then outstanding Notes may amend (including consents obtained in connection with a purchase of, or supplement this Indenturea tender offer or exchange offer for, the Notes Notes), and compliance with any provision of the Notes, any Guarantees or other guarantees thereof or this Indenture may be waived with the Subsidiary Guarantees, without notice to any other Holders. Subject to Sections 6.07, consent of the Holder or Holders of a majority in aggregate principal amount of the then outstanding Notes may waive compliance (including consents obtained in connection with any provision of this Indenturea purchase of, or a tender offer or exchange offer for, the Notes or the Subsidiary Guarantees without notice to any other Holders. (b) Notwithstanding Section 9.02(aNotes), except that, without the consent of each Holder affectedof Notes, no amendment amendment, supplement or waiver may: (1) change reduce the Stated Maturity amount of the principal ofNotes whose Holders must consent to an amendment, supplement or any installment of interest on, any Notewaiver; (2) reduce the principal amount ofrate of or change or have the effect of changing the time for payment of interest, or premiumincluding defaulted interest, if anyon any Notes, or interest on, any Noteexcept pursuant to Section 9.02(a)(6); (3) reduce the principal of or change or have the effect of changing the final stated maturity of any Notes, or change the place of payment of principal of, date on which any Notes may be subject to redemption or premium, if any, or interest on, any Notereduce the redemption price therefor; (4) impair the right to institute suit for the enforcement of make any payment on or after the Stated Maturity (or, Notes payable in currency other than that stated in the case of a redemption, on or after the Redemption Date) of any NoteNotes; (5) reduce make any change in provisions of this Indenture providing that the above-stated percentages right of outstanding Notes the consent of whose Holders is necessary each Holder to modify or amend this Indenture; (6) waive a default in the receive payment of principal of, premium, if any, or and interest on the Notes; (7) voluntarily release Notes on or after the due dates thereof or to bring suit to enforce such payment shall not be impaired without the consent of such Holder, or permitting Holders of a Subsidiary Guarantor of the Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate majority in principal amount of outstanding Notes the consent to waive Defaults or Events of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04Default; or (96) amend, supplement, waive or modify the Company’s obligation to make an offer to repurchase the Notes pursuant to Section 4.06, or reduce the premium payable upon any such repurchase or change the time at which any provisions of this Indenture affecting the ranking of the Notes or the Subsidiary Guarantees in any manner adverse may be repurchased pursuant to the Holders of the Notes. (c) It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment4.06, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) After whether through an amendment, supplement supplement, waiver or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure modification of the Issuer to mail provisions in such notice, covenant or any defect thereindefinitions or other provisions in this Indenture or otherwise, shall not, however, in any way impair or affect the validity of any unless such amendment, supplement waiver or waivermodification shall be in effect prior to the occurrence of the applicable Change of Control Triggering Event.

With Consent of Holders. (a) Subject to Section 6.07‎Section 7.07, the Issuer, the Subsidiary Guarantors Company and the Trustee, together, with the written consent of the Holder or Holders of a majority in aggregate principal amount of the Notes, including Additional Notes, if any, then outstanding Notes voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the notes), may amend or supplement this Indenture, Indenture or the Notes or the Subsidiary Guarantees, without notice to any other Holders. Subject to Sections 6.07‎7.04 and ‎‎7.07, the Holder or Holders of a majority in aggregate principal amount of the outstanding Notes may waive compliance with any provision of this Indenture, Indenture or the Notes or the Subsidiary Guarantees without notice to any other Holders. (b) Notwithstanding Section 9.02(a‎Section 10.02(a), without the consent of each Holder of an outstanding Note affected, no amendment or waiver may: (1i) change reduce the Stated Maturity amount of the principal ofNotes whose Holders must consent to an amendment, supplement or any installment of interest on, any Notewaiver; (2ii) reduce the rate of or change the time for payment of interest, including defaulted interest, on any Notes; (iii) reduce the principal amount ofof or change the fixed maturity of any Notes, or premium, if anychange the date on which any Notes may be subject to redemption or repurchase (other than with respect to the minimum notice period to Holders), or interest on, any Note; reduce the redemption or repurchase price for those Notes (3) change the place of payment of principal of, or premium, if any, or interest on, any Note; (4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (orexcept, in the case of a redemptionrepurchases, on or after the Redemption Dateas would otherwise be permitted under clause ‎(vii) of any Notethis ‎Section 10.02(b)); (5iv) reduce make any Note payable in money other than that stated in the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend Note and this Indenture; (6v) impair the contractual right of any Holder to receive payment of principal, premium, interest on that Holder’s Notes on or after the due dates for those payments, or to bring suit to enforce that payment on or with respect to such Xxxxxx’s Notes or any Guarantee; (vi) modify the provisions contained in this Indenture permitting Holders of a majority in principal amount of the Notes to waive a Default; (vii) after the Issuers’ obligation to purchase the Notes arises under this Indenture, amend, modify or change the obligation of the Issuers to make or consummate a Change of Control Offer or waive any default in the payment performance of principal of, premium, if any, that Change of Control Offer or interest on the Notes; (7) voluntarily release a Subsidiary Guarantor modify any of the Notes, except as permitted by this Indenture; (8) reduce the percentage provisions or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance definitions with Sections 6.02 and 6.04respect to any such offer; or (9viii) make any change to or modify or change any provisions of this Indenture affecting the ranking of the Notes any such Note or the Subsidiary Guarantees in any manner adverse to related Guarantee that would adversely affect the Holders of the Notes. (c) It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will shall not be rendered invalid by such tender or exchange. (e) After an amendment, supplement or waiver under this Section 9.02 ‎Section 10.02 becomes effective, the Issuer Issuers shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders. (a) Subject to Section 6.07The Company, with the Issuer, the Subsidiary Guarantors and consent of the Trustee, togethermay amend or supplement this Indenture or the Debentures without notice to any Debentureholder, but with the written consent of the Holder or Holders of at least a majority in principal amount of the outstanding Debentures. The Holders of a majority in aggregate principal amount of the outstanding Notes may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees, without notice to any other Holders. Subject to Sections 6.07, the Holder or Holders of a majority in aggregate principal amount of the outstanding Notes Debentures may waive compliance by the Company with any provision of this Indenture, the Notes Indenture or the Subsidiary Guarantees Debentures without notice to any other Holders. (b) Notwithstanding Section 9.02(a), without Debentureholder. Without the consent of each Holder Debentureholder affected, no amendment however, an amendment, supplement or waiver, including a waiver may: pursuant to Section 6.04, may not: (1i) change reduce the Stated Maturity amount of Debentures whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the rate of or extend the time for payment of interest on any Debenture (except that Holders of not less than 75% in principal amount of all outstanding Debentures may consent, on behalf of the principal ofHolders of all of the outstanding Debentures, or to the postponement of any installment of interest on, any Note; payment for a period not exceeding three years from its due date); (2iii) reduce the principal amount of, of or premium, if any, or interest on, any Note; (3) change extend the place of payment of principal of, or premium, if any, or interest on, any Note; (4) impair the right to institute suit for the enforcement fixed maturity of any payment on or after the Stated Maturity Debenture; (or, in the case of a redemption, on or after the Redemption Date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6iv) waive a default in the payment of the principal of, premium, if anyof or interest on, or interest on other redemption payment with respect to, any Debenture, (v) make any Debenture payable in money other than that stated in the Notes; Debenture; (7vi) voluntarily release a Subsidiary Guarantor make any change in Article Ten that adversely affects the rights of any Debentureholder; or (vii) make any change in Section 6.04, 6.07 or the Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04; or (9) modify or change any provisions third sentence of this Indenture affecting the ranking of the Notes or the Subsidiary Guarantees in any manner adverse to the Holders of the Notes. (c) It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) 9.02. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure It shall not be necessary for the consent of the Issuer Holders under this section to mail approve the particular form of any proposed amendment or supplement, but it shall be sufficient if such noticeconsent approved the substance thereof. Upon the request of the Company, accompanied by a resolution of the Board of Directors or any defect thereinduly authorized committee thereof, shall not, however, in any way impair or affect authorizing the validity execution of any such amendmentsupplemental indenture, supplement and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Debentureholders as aforesaid, the Trustee shall join with the Company in execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or waiverimmunities under this Indenture.

With Consent of Holders. (a) Subject to Section 6.07The Company, with the Issuer, the Subsidiary Guarantors and consent of ----------------------- the Trustee, togethermay amend or supplement this Indenture or the Debentures without notice to any Debentureholder, but with the written consent of the Holder or Holders of at least a majority in principal amount of the outstanding Debentures. The Holders of a majority in aggregate principal amount of the outstanding Notes may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees, without notice to any other Holders. Subject to Sections 6.07, the Holder or Holders of a majority in aggregate principal amount of the outstanding Notes Debentures may waive compliance by the Company with any provision of this Indenture, the Notes Indenture or the Subsidiary Guarantees Debentures without notice to any other Holders. (b) Notwithstanding Section 9.02(a), without Debentureholder. Without the consent of each Holder Debentureholder affected, no amendment however, an amendment, supplement or waiver, including a waiver may: pursuant to Section 6.04, may not: (1i) change reduce the Stated Maturity amount of Debentures whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the rate of or extend the time for payment of interest on any Debenture (except that Holders of not less than 75% in principal amount of all outstanding Debentures may consent, on behalf of the principal ofHolders of all of the outstanding Debentures, or to the postponement of any installment of interest on, any Note; payment for a period not exceeding three years from its due date); (2iii) reduce the principal amount of, of or premium, if any, or interest on, any Note; (3) change extend the place of payment of principal of, or premium, if any, or interest on, any Note; (4) impair the right to institute suit for the enforcement fixed maturity of any payment on or after the Stated Maturity Debenture; (or, in the case of a redemption, on or after the Redemption Date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6iv) waive a default in the payment of the principal of, premium, if anyof or interest on, or interest on other redemption payment with respect to, any Debenture, (v) make any Debenture payable in money other than that stated in the Notes; Debenture; (7vi) voluntarily release a Subsidiary Guarantor make any change in Article Ten that adversely affects the rights of any Debentureholder; or (vii) make any change in Section 6.04, 6.07 or the Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04; or (9) modify or change any provisions third sentence of this Indenture affecting the ranking of the Notes or the Subsidiary Guarantees in any manner adverse to the Holders of the Notes. (c) It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) 9.02. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure It shall not be necessary for the consent of the Issuer Holders under this section to mail approve the particular form of any proposed amendment or supplement, but it shall be sufficient if such noticeconsent approved the substance thereof. Upon the request of the Company, accompanied by a resolution of the Board of Directors or any defect thereinduly authorized committee thereof, shall not, however, in any way impair or affect authorizing the validity execution of any such amendmentsupplemental indenture, supplement and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Debentureholders as aforesaid, the Trustee shall join with the Company in execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or waiverimmunities under this Indenture.

With Consent of Holders. (a) Subject to Section 6.077.07, the IssuerIssuers, the Subsidiary Guarantors and the Trustee, together, with the written consent of the Holder or Holders of not less than a majority in aggregate principal amount of the outstanding Notes without notice to or consent from any other party to this Indenture may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees, without notice to any other Holders. Subject to Sections 6.077.07, the Holder or Holders of not less than a majority in aggregate principal amount of the outstanding Notes may waive compliance with any provision of this Indenture, the Notes or the Subsidiary Guarantees without notice to any other Holders. (b) Notwithstanding Section 9.02(a10.02(a), without the consent of each Holder affected, no amendment or waiver may: (1) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (2) reduce the principal amount of, or premium, if any, or interest on, any Note or make the Notes payable in money other than that stated in the Note; (3) change the place of payment of principal of, or premium, if any, or interest on, any Note; (4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6) waive a default in the payment of principal of, premium, if any, or interest on the NotesNotes (except a rescission of the declaration of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and a waiver of the payment default that resulted from such acceleration, so long as all other existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived); (7) voluntarily release a Subsidiary Guarantor of the Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 7.02 and 6.047.04; or (9) modify or change any provisions of this Indenture affecting the ranking of the Notes as to right of payment or the Subsidiary Guarantees thereof in any manner adverse to the Holders of the NotesHolders. (c) It shall not be necessary for the consent of the Holders under this Section 10.02 to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will shall not be rendered invalid by such tender or exchange. (e) After an amendment, supplement or waiver under this Section 9.02 10.02 becomes effective, the Issuer Issuers shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Issuers to mail give such noticenotice to all Holders, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders. (a) Subject to Section 6.076.07 hereof, the Issuer, the Subsidiary Guarantors Issuer and the TrusteeGuarantors, togetherwhen each is authorized by a Board Resolution of their respective Boards of Directors, with and the written consent of the Holder or Holders of a majority in aggregate principal amount of the outstanding Notes Trustee may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees, without notice to any other HoldersNote Guarantees with the consent (which may include consents obtained in connection with a tender offer or exchange offer for the Notes) of the Holders of at least a majority in principal amount of the Notes then outstanding. Subject to Sections 6.076.04 and 6.07 hereof, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may waive any existing Defaults under, or compliance by the Issuer or any Guarantor with any provision of of, this Indenture, the Notes Notes, or the Subsidiary Guarantees without notice to any other Holders. (b) Notwithstanding Section 9.02(a)Note Guarantees. However, without the consent of each Holder affected, no amendment an amendment, supplement or waiver, including a waiver maypursuant to Section 6.04 hereof, may not: (1) reduce, or change the Stated Maturity of maturity of, the principal of, or any installment of interest on, any Note; (2) reduce the principal amount of, rate of or premium, if any, or extend the time for payment of interest on, on any Note; (3) reduce any premium payable upon redemption of the Notes, change the place date on which any Notes are subject to redemption or waive any payment with respect to the redemption of payment the Notes; provided, however, that solely for the avoidance of principal ofdoubt, or premium, if any, or interest onand without any other implication, any Notepurchase or repurchase of Notes (including pursuant to Section 4.12 and Section 4.15) shall not be deemed a redemption of the Notes; (4) make any Note payable in money or currency other than that stated in the Notes; (5) modify or change any provision of this Indenture or the related definitions to affect the ranking of the Notes or any Note Guarantee in a manner that adversely affects the Holders; (6) reduce the percentage of Holders necessary to consent to an amendment or waiver to this Indenture or the Notes; (7) waive a default in the payment of principal of or interest on any Notes (except a rescission of acceleration of the Notes by the Holders thereof as provided in this Indenture and a waiver of the payment default that resulted from such acceleration); (8) 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 payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (79) voluntarily release any Guarantor that is a Significant Subsidiary Guarantor from any of the Notesits obligations under its Note Guarantee or this Indenture, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04; or (910) modify or make any change any provisions in these amendment, supplement and waiver provisions. The consent of this Indenture affecting the ranking of the Notes or the Subsidiary Guarantees in any manner adverse to the Holders of the Notes. (c) It shall Notes is not be necessary for the consent of the Holders under this Section Indenture to approve the particular form of any proposed amendment, supplement or waiver but it shall be waiver. It is sufficient if such consent approves the substance thereof. (d) A consent to any of the proposed amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) waiver. After an amendment, amendment or supplement or waiver under this Section 9.02 8.02 becomes effective, the Issuer shall mail to Holders of the Holders affected thereby Notes a notice briefly describing such amendment or supplement. However, the amendment, supplement or waiver. Any failure to give such notice to all Holders of the Issuer to mail such noticeNotes, or any defect therein, shall not, however, in any way will not impair or affect the validity of any such amendment, supplement the amendment or waiversupplement.

With Consent of Holders. (a) Subject to Section 6.07Sections 6.04 and 6.07 and without prior notice to the Holders, the Issuer, the Subsidiary Guarantors Company and the TrusteeGuarantors, togetherwhen authorized by their respective Boards of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture and the Notes with the written consent of the Holder or Holders of not less than a majority in aggregate principal amount of the outstanding Notes may amend or supplement this Indenturethen outstanding, and the Notes or the Subsidiary Guarantees, without notice to any other Holders. Subject to Sections 6.07, the Holder or Holders of not less than a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may waive future compliance by the Company or the Guarantors with any provision of this Indenture, the Notes Indenture or the Subsidiary Guarantees without notice to any other Holders. (b) Notes. Notwithstanding the provisions of this Section 9.02(a)9.02, without the consent of each Holder affected, no an amendment or waiver, including a waiver maypursuant to Section 6.04, may not: (1i) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (2ii) reduce the principal amount of, or premium, if any, or interest on, any Note; (3iii) change the place or currency of payment of principal of, or premium, if any, or interest on, any Note; (4iv) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note; (5v) reduce the above-stated percentages percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (7vii) voluntarily release a Subsidiary Guarantor of the Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04certain provisions of this Indenture or for waiver of certain defaults; (viii) release any Guarantor from its Note Guarantee or otherwise modify the terms of the Note Guarantees in a material respect adverse to the Holders; or (9ix) modify any of the provisions of this Section 9.02, except to increase any such percentage or change any to provide that certain other provisions of this Indenture affecting cannot be modified or waived without the ranking consent of the Notes or the Subsidiary Guarantees in any manner adverse to the Holders Holder of the Notes. (c) each outstanding Note affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver waiver, but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement supplemental indenture or waiver.

With Consent of Holders. (a) Subject to Section 6.07, the IssuerCompany, the Subsidiary Guarantors and the Trustee, together, with the written consent of the Holder or Holders of 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, such Notes), may amend or supplement this Indenture, the Notes or the Subsidiary Note Guarantees, without notice to any other HoldersNoteholders. Subject to Sections Section 6.07, the Holder or Holders of a majority in aggregate principal amount of the outstanding Notes may waive compliance with any provision of this Indenture, the Notes or the Subsidiary Note Guarantees without notice to any other HoldersNoteholders. (b) Notwithstanding Section 9.02(a), without the consent of each Holder of an outstanding Note affected, no amendment amendment, supplement or waiver may: (1) change reduce the Stated Maturity amount of the principal of, or any installment of interest on, any NoteNotes whose Holders must consent to an amendment; (2) reduce the principal amount of, stated rate of or premium, if any, or extend the stated time for payment of interest on, on any Note; (3) change reduce the place principal of payment or extend the Stated Maturity of principal of, or premium, if any, or interest on, any Note; (4) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed as described in Section 5 or Section 6 of the Notes, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (5) make any Note payable in money other than that stated in the Note; (6) impair the right of any Holder to receive payment of principal, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary with respect to modify or amend this Indenture; (6) waive a default in the payment of principal of, premium, if any, or interest on the such Holder’s Notes; (7) voluntarily make any change in the amendment provisions which require each Holder’s consent or in the waiver provisions; (8) make any change to the ranking of Notes or the Note Guarantees that adversely affects the rights of any Holder of Notes; or (9) release a any Subsidiary Guarantor from any of the Notesits obligations under its Note Guarantee, except as permitted by this Indenture; (8) reduce the percentage . A consent to any amendment, supplement or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04; or (9) modify or change any provisions of under this Indenture affecting the ranking by any Holder of the Notes or the Subsidiary Guarantees given in any manner adverse to the Holders connection with a tender of the Notessuch Holder’s Notes will not be rendered invalid by such tender. (c) It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) After an amendment, supplement or waiver under this Section 9.02 9.02(b) becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders. (a) Subject to Section 6.077.07, the IssuerIssuers, the Subsidiary Guarantors and the Trustee, together, with the written consent of the Holder or Holders of not less than a majority in aggregate principal amount of the outstanding Notes without notice to or consent from any other party to this Indenture may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees, without notice to any other Holders. Subject to Sections 6.077.07, the Holder or Holders of not less than a majority in aggregate principal amount of the outstanding Notes may waive compliance with any provision of this Indenture, the Notes or the Subsidiary Guarantees without notice to any other Holders. (b) Notwithstanding Section 9.02(a10.02(a), without the consent of each Holder affected, no amendment or waiver may: (1) change the Stated Maturity of the principal of, or any installment of interest (or Additional Amounts, if any) on, any Note; (2) reduce the principal amount of, or premium, if any, or interest on, any Note or make the Notes payable in money other than that stated in the Note; (3) change the place of payment of principal of, or premium, if any, or interest on, any Note; (4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6) waive a default in the payment of principal of, premium, if any, or interest (or Additional Amounts, if any) on the NotesNotes (except a rescission of the declaration of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and a waiver of the payment default that resulted from such acceleration, so long as all other existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest (or Additional Amounts, if any) on the Notes that have become due solely by such declaration of acceleration, have been cured or waived); (7) voluntarily release a Subsidiary Guarantor of the Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 7.02 and 6.047.04; or (9) modify or change any provisions of this Indenture affecting the ranking of the Notes as to right of payment or the Subsidiary Guarantees thereof in any manner adverse to the Holders of the NotesHolders. (c) It shall not be necessary for the consent of the Holders under this Section 10.02 to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will shall not be rendered invalid by such tender or exchange. (e) After an amendment, supplement or waiver under this Section 9.02 10.02 becomes effective, the Issuer Issuers shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Issuers to mail give such noticenotice to all Holders, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders. (a) Subject to Section 6.07, the IssuerCompany, the Subsidiary Guarantors and the Trustee, together, with the written consent of the Holder or Holders of 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, such Notes), may amend or supplement this Indenture, the Notes or the Subsidiary Note Guarantees, without notice to any other HoldersNoteholders. Subject to Sections Section 6.07, the Holder or Holders of a majority in aggregate principal amount of the outstanding Notes may waive compliance with any provision of this Indenture, the Notes or the Subsidiary Note Guarantees without notice to any other HoldersNoteholders. (b) Notwithstanding Section 9.02(a), without the consent of each Holder of an outstanding Note affected, no amendment amendment, supplement or waiver may: (1) change reduce the Stated Maturity amount of the principal of, or any installment of interest on, any NoteNotes whose Holders must consent to an amendment; (2) reduce the principal amount of, stated rate of or premium, if any, or extend the stated time for payment of interest on, on any Note; (3) change reduce the place principal of payment or extend the Stated Maturity of principal of, or premium, if any, or interest on, any Note; (4) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed as described in Section 5 or Section 6 of the Notes, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (5) make any Note payable in money other than that stated in the Note; (6) impair the right of any Holder to receive payment of principal, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary with respect to modify or amend this Indenture; (6) waive a default in the payment of principal of, premium, if any, or interest on the such Holder’s Notes; (7) voluntarily make any change in the amendment provisions of this Indenture which require each Holder’s consent or in the waiver provisions; (8) make any change to the ranking of Notes or the Note Guarantees that adversely affects the rights of any Holder of Notes; or (9) release a any Subsidiary Guarantor from any of the Notesits obligations under its Note Guarantee, except as permitted by this Indenture; (8) reduce the percentage . A consent to any amendment, supplement or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04; or (9) modify or change any provisions of under this Indenture affecting the ranking by any Holder of the Notes or the Subsidiary Guarantees given in any manner adverse to the Holders connection with a tender of the Notessuch Holder’s Notes will not be rendered invalid by such tender. (c) It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) After an amendment, supplement or waiver under this Section 9.02 9.02(b) becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders. (a) Subject to Section 6.07Sections 6.07 and 9.03, Casella, the Issuer, the Subsidiary Guarantors and the Trustee, together, with the written consent of the Holder or Holders of a majority in aggregate principal amount of the outstanding Notes Notes, may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees, without notice to any other HoldersNoteholders. Subject to Sections 6.076.07 and 9.03, the Holder or Holders of a majority in aggregate principal amount of the outstanding Notes may waive compliance with any provision of this Indenture, the Notes or the Subsidiary Guarantees without notice to any other HoldersNoteholders. (b) Notwithstanding Section 9.02(a), without the consent of each Holder Noteholder affected, no amendment an amendment, supplement or waiver, including a waiver may:pursuant to Section 6.04, may not (with respect to any Notes held by a non-consenting Holder): (1) change the Stated Maturity of reduce the principal ofamount of Notes whose Holders must consent to an amendment, supplement or any installment of interest on, any Notewaiver; (2) reduce the principal amount of, of or premium, if any, change or interest on, have the effect of changing the fixed maturity of any NoteNote or alter the provisions with respect to the redemption of the Notes (other than provisions of Sections 4.09 and 4.13); (3) reduce the rate of or change the place of time for payment of principal of, or premium, if any, or interest on, on any Note; (4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6) waive a default an uncured Default in the payment of principal of, of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (6) impair or affect the right of any Holder of Notes to receive payment of principal of and interest on the Notes on or after the due dates therefor or to institute suit for payment for the enforcement of any such payment on or after the due dates therefor, or make any changes in the provisions of this Indenture permitting Holders of a majority in principal amount of Notes to waive any past Default and its consequences; (7) voluntarily release waive a Subsidiary Guarantor redemption payment with respect to any Note (other than a payment required by one of the Notesprovisions of Section 4.09 or Section 4.13, except as permitted by subject to clause (9) below); (8) release any Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; (8) reduce 9) in the percentage event that a Change of Control has occurred or aggregate principal amount an Asset Sale has been consummated, amend, change or modify in any material respect the obligation of outstanding Notes the consent Casella to make and consummate a Change of whose Holders is necessary for waiver Control Offer or make and consummate an Asset Sale Offer with respect to such Change of compliance with Sections 6.02 and 6.04; orControl or Asset Sale; (910) modify make any change to Article Ten or change any provisions Section 11.02 (including the related definitions) that adversely affects the rights of this Indenture affecting the ranking of the Notes or the Subsidiary Guarantees in any manner adverse to the Holders of the Notes; or (11) make any change in the preceding amendment and waiver provisions. (c) It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Casella shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Casella to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders. (a) Subject to Section 6.07, the Issuer, the Subsidiary Guarantors Issuers and the Trustee, together, Trustee may amend or supplement this Indenture or the Notes with the written consent of the Holder or Holders of not less than a majority in aggregate principal amount of the outstanding Notes Outstanding Notes, and any past Default or compliance with any provisions may amend or supplement this Indenture, also be waived with the Notes or written consent of the Subsidiary Guarantees, without notice to any other Holders. Subject to Sections 6.07, the Holder or Holders of not less than a majority in aggregate principal amount of the outstanding Notes may waive compliance with any provision of this Indenture, the Notes or the Subsidiary Guarantees without notice to any other HoldersOutstanding Notes. (b) Notwithstanding the provisions of this Section 9.02(a)9.02, without the consent of each Holder affected, no an amendment or waiver, including a waiver may:pursuant to Section 6.04, may not (with respect to any Notes held by a non-consenting Holder): (1i) change the Stated Maturity of the principal of, or any installment of interest on, any Note;Note (including any modification of Section 4.08 with respect to Additional Dividend Notes), (2ii) reduce the principal amount of, of or premium, if any, or interest onor Liquidated Damages, if any, on any Note;Note (including any modification of Section 4.08 with respect to Additional Dividend Notes), (3iii) reduce any amount payable on redemption of the Notes or upon the occurrence of an Event of Default or reduce the Change of Control Payment or the amount to be paid in connection with an Asset Sale Offer, (iv) change the place or currency of payment of principal of, of or premium, if any, or interest onor Liquidated Damages, if any, on any Note;, (4v) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note;, (5vi) reduce the above-stated percentages percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this the Indenture;, (6vii) waive a default in the payment of principal of, of or premium, if any, or interest or Liquidated Damages, if any, on the Notes;Notes (except as set forth in Section 6.04), (7viii) voluntarily release a Subsidiary Guarantor of the Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04; orprovisions of the Indenture or for waiver of Defaults, (9ix) modify or change any provisions provision of this the Indenture affecting the ranking of the Notes or the Subsidiary Guarantees in any a manner adverse to the Holders of the Notes, or (x) release any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or the Indenture other than in accordance with the provisions of the Indenture, or amend or modify any provision relating to such release. (c) It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver waiver, but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Issuers shall mail to the Holders of each Note affected thereby thereby, with a copy to the Trustee, a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any supplemental indenture or the effectiveness of any such amendment, supplement or waiver.

With Consent of Holders. Except as provided in Section 9.01 (a“Without Consent of Holders”) Subject to Section 6.07and in this Section, this Indenture or the Issuer, the Subsidiary Guarantors and the Trustee, together, other Indenture Documents may be amended or supplemented with the written consent of the Holder Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing Default or Event of Default or compliance with any provision of this Indenture or the other Indenture Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.08 (“Outstanding Notes”) and Section 2.09 (“Treasury Notes”) hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Without the consent of each Holder affected, an amendment, supplement or waiver may amend not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or supplement this Indenture, waiver; (2) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the purchase or redemption of the Notes (other than provisions relating to the covenants described above under Sections 3.07 (“Optional Redemption”), 3.08 (“Optional Redemption for Changes in Withholding Taxes”), 3.09 (“Mandatory Redemption Upon Event of Loss of a Vessel”), 4.17 (“Offer to Repurchase Upon a Change of Control”) and 4.18 (“Asset Sales”)); (3) reduce the rate of or change the Subsidiary Guaranteestime for payment of interest on any Note; (4) waive a Default or Event of Default in the payment of principal of, without notice to any other Holders. Subject to Sections 6.07interest, or premium (including the Holder or Applicable Premium), if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes may waive compliance with any provision of this Indenture, the Notes or the Subsidiary Guarantees without notice to any other Holders. (b) Notwithstanding Section 9.02(a), without the consent of each Holder affected, no amendment or and a waiver may: (1) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (2) reduce the principal amount of, or premium, if any, or interest on, any Note; (3) change the place of payment of principal of, or premium, if any, or interest on, any Note; (4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any NotePayment Default that resulted from such acceleration); (5) reduce make any Note payable in money other than that stated in the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this IndentureNotes; (6) waive a default make any change in the payment provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, premiuminterest, or premium (including the Applicable Premium), if any, or interest on the Notes; (7) voluntarily release waive a Subsidiary Guarantor redemption or repurchase payment with respect to any Note (other than a payment required by one of the Notescovenants described above under Sections 3.07 (“Optional Redemption”), 3.08 (“Optional Redemption for Changes in Withholding Taxes”), Section 3.09 (“Mandatory Redemption Upon Event of Loss of a Vessel”), 4.17 (“Offer to Repurchase Upon a Change of Control”) and 4.18 (“Asset Sales”)); (8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except as permitted by this in accordance with the terms of the Indenture; (8) reduce 9) adversely affect the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04conversion rights provided in Article 13; or (910) modify or make any change any provisions of this Indenture affecting in the ranking of the Notes or the Subsidiary Guarantees in any manner adverse to the Holders of the Notes. (c) It shall not be necessary for preceding amendment and waiver provisions. In addition, the consent of Holders representing at least two-thirds of outstanding Notes will be required to release all or substantially all of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under Collateral otherwise than in accordance with this Indenture by any Holder given in connection with an exchange (in and the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchangeCollateral Agreements. (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders. (a) Subject to Section 6.07, the Issuer, the Subsidiary The Issuers and/or one or more Guarantors and the TrusteeTrustee may modify, togetheramend, waive or supplement this Indenture, the Senior Notes, the Guarantees or the Collateral Documents (subject to any amendment provisions contained therein) with the written consent of the Holder or Holders of not less than a majority in aggregate principal amount of the outstanding Notes may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees, without notice to any other HoldersSenior Notes. Subject to Sections 6.07, the Holder or The Holders of not less than a majority in aggregate principal amount of the outstanding Senior Notes may waive compliance in a particular instance by the Issuers with any provision of this Indenture, the Notes Indenture or the Subsidiary Guarantees without notice Senior Notes. Subject to any other Holders. (b) Notwithstanding Section 9.02(a)8.4, without the consent of each Holder Noteholder affected, no amendment however, an amendment, supplement or waiver, including a waiver maypursuant to Section 6.4, may not: (1) change reduce the Stated Maturity amount of Senior Notes whose Holders must consent to an amendment, modification, supplement or waiver to this Indenture or the principal of, or any installment of interest on, any NoteSenior Notes; (2) reduce the principal amount of, rate of or premium, if any, or change the time for payment of interest on, on any Senior Note; (3) reduce the principal of or premium on or change the place stated maturity of payment of principal of, or premium, if any, or interest on, any Senior Note; (4) impair the right to institute suit for the enforcement of make any payment on or after the Stated Maturity (or, Senior Note payable in money other than that stated in the case Senior Note or change the place of a redemptionpayment from New York, on or after the Redemption Date) of any NoteNew York; (5) reduce change the above-stated percentages amount or time of outstanding Notes any payment required by the consent of whose Holders is necessary to modify or amend this IndentureSenior Notes; (6) waive a default in the payment of the principal of, premium, if anyor interest on, or interest on the Notesredemption payment with respect to any Senior Note; (7) voluntarily release a Subsidiary Guarantor subordinate in right of payment, or otherwise subordinate, the Senior Notes or the Guarantees to another Indebtedness or obligation of the Notes, except as permitted by this IndentureIssuers or the Guarantors; (8) reduce the percentage or aggregate principal amount of outstanding Notes take any other action otherwise expressly prohibited by this Indenture to be taken without the consent of whose Holders is necessary for waiver each Holder affected thereby; (9) release all or substantially all of the Collateral from the Lien of this Indenture and the Collateral Documents (other than pursuant to an Asset Sale in compliance with Sections 6.02 Section 4.8 hereof), or upon payment in full of all Obligations of the Issuers hereunder and 6.04under the Senior Notes; or (910) modify or change any provisions of this Indenture affecting the ranking of the Notes or the Subsidiary Guarantees in any manner adverse to the Holders of the Notes. (c) It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment8.2, supplement Section 6.4 or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment6.7. After a modification, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) After an amendment, supplement or waiver under this Section 9.02 8.2 becomes effective, the Issuer Issuers shall mail to the Holders affected thereby a notice briefly describing the modification, amendment, supplement or waiver. Any failure of the Issuer Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such modification, amendment, supplement or waiver. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, modification, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

With Consent of Holders. (a) Subject to Section 6.07The Issuer may amend, supplement or otherwise modify the Issuer, the Subsidiary Guarantors and the Trustee, together, Notes Documents with the written consent of the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may amend (including consents obtained in connection with a purchase of, or supplement tender offer or exchange offer for, Notes) and, unless otherwise provided for in this Indenture, any default or compliance with any provisions thereof may be waived with the Notes or consent of the Subsidiary Guarantees, without notice to any other Holders. Subject to Sections 6.07, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may waive compliance (including consents obtained in connection with any provision of this Indenturea purchase of, the Notes or the Subsidiary Guarantees without notice to any other Holders. (b) Notwithstanding Section 9.02(atender offer or exchange offer for, Notes). However, without the consent of each Holder affectedof Notes affected (including consents obtained in connection with a purchase of, no amendment or tender offer or exchange offer for, Notes), an amendment, supplement or waiver maymay not, with respect to any Notes held by a non-consenting Holder: (1) change the Stated Maturity of reduce the principal ofamount of such Notes whose Holders must consent to an amendment, waiver, supplement or any installment of interest on, any Notemodification; (2) reduce the principal amount ofstated rate of or extend the stated time for payment of interest on any such Note (other than, or premium, if any, or interest onfor the avoidance of doubt, any Notepayment pursuant to a Change of Control Offer or pursuant to Section 4.08); (3) change reduce the place of payment of principal of, or premium, if any, or interest onextend the Stated Maturity of, any such Note; (4) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case under Section 3.07 (other than, for the avoidance of doubt, any payment pursuant to a Change of Control Offer or pursuant to Section 4.08); (5) make any such Note payable in money other than that stated in such Note (except to the extent the currency stated in such Notes has been succeeded or replaced pursuant to applicable law); (6) impair the right of any Holder to receive payment of principal of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or after with respect to such Holder’s Notes (it being understood that this Section 9.02(a)(6) will not apply to Section 4.03 or Section 4.08 except to the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6) waive a default in the payment of principal of, premium, if any, or interest on the Notesextent payments thereunder are at such time due and payable); (7) voluntarily release a Subsidiary Guarantor of the Notes, except as permitted by this Indenture[Reserved]; (8) reduce waive a Default or Event of Default with respect to the percentage nonpayment of principal, premium or interest on such Notes (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of outstanding such Notes the consent of whose Holders is necessary for and a waiver of compliance with Sections 6.02 and 6.04the payment default that resulted from such acceleration); or (9) modify make any change in the amendment or change waiver provisions which require the Holders’ consent described in this Section 9.02(a). (b) In addition, without the consent of at least 75% in aggregate principal amount of Notes then outstanding, no amendment, supplement or waiver may release any provisions Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture affecting the ranking of the Notes or the Subsidiary Guarantees in any manner adverse to the Holders of the NotesIndenture. (c) It In formulating its decision on the matters described in Section 9.02(a), the Trustee shall not be necessary for the entitled to require and rely absolutely on such evidence as it deems necessary, including Officer’s Certificates and Opinions of Counsel. (d) The consent of the Holders is not necessary under this Section Indenture to approve the particular form of any proposed amendment, supplement or waiver but it shall be . It is sufficient if such consent approves the substance thereof. (d) of the proposed amendment. A consent to any amendment, supplement amendment or waiver under this Indenture by any Holder of Notes given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchangetender. (e) After an amendment, supplement or waiver amendment under this Section 9.02 becomes effective, in the case of Holders of Definitive Notes, the Issuer shall mail to the Holders affected thereby a notice briefly describing the such amendment, supplement or waiver. Any The failure of the Issuer to mail give such noticenotice to all Holders, or any defect therein, shall not, however, in any way not impair or affect the validity of an amendment under this Section 9.02. (f) The Notes issued on the Issue Date, and any such amendmentAdditional Notes, supplement or waiverwill be treated as a single class for all purposes under this Indenture, including with respect to waivers and amendments, except as otherwise stated in this Section 9.02.

With Consent of Holders. (a) Subject to Section 6.07608, the IssuerCompany, the Trustee and (if applicable) each Subsidiary Guarantors and Guarantor may amend or supplement this Indenture or the Trustee, together, Notes with the written consent of the Holder or Holders of a majority in aggregate principal amount of the outstanding Outstanding Notes may amend (including consents obtained in connection with a tender offer or supplement this Indentureexchange offer for Notes), and the Notes or the Subsidiary Guarantees, without notice to any other Holders. Subject to Sections 6.07, the Holder or Holders of not less than a majority in aggregate principal amount of the outstanding Outstanding Notes by written notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for Notes) may waive any existing Default or Event of Default or compliance by the Company or any Subsidiary Guarantor with any provision of this Indenture, the Notes or any Subsidiary Guarantee. Notwithstanding the Subsidiary Guarantees without notice to any other Holders. (b) Notwithstanding provisions of this Section 9.02(a)902, without the consent of each Holder affected, no an amendment or waiver, including a waiver maypursuant to Section 613, may not: (1i) change reduce the Stated Maturity principal amount of the principal of, Notes whose Holders must consent to an amendment or any installment waiver; (ii) reduce the rate of or extend the time for payment of interest on, on any Note; (2iii) reduce the principal amount of, or premium, if any, or interest on, extend the Stated Maturity of any Note; (3iv) reduce the premium payable upon the redemption of any Note or change the place of payment of principal of, or premium, if any, or interest on, date on which any Note may be redeemed as described in Section 1001; (v) make any Note payable in money other than that stated in such Note; (4vi) impair the right of any Holder to receive payment of principal of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary with respect to modify or amend this Indenture; (6) waive a default in the payment of principal of, premium, if any, or interest on the such Holder’s Notes; (7vii) voluntarily release a Subsidiary Guarantor make any change in Article XIV or Article XV that adversely affects the rights of the Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04any Holder in any material respect; or (9viii) modify make any change in the amendment or change any waiver provisions described in this paragraph. Notwithstanding Section 901 and the foregoing provisions of this Section 902, no amendment to Article XIV or Article XV of this Indenture affecting the ranking of the Notes or the Subsidiary Guarantees definitions relating thereto that adversely affects the rights of any holder of Senior Indebtedness at the time outstanding (which Senior Indebtedness has been previously designated in any manner adverse writing by the Company to the Holders Trustee for this purpose) may be made unless the holders of the Notes. such Senior Indebtedness (cor any group or representative thereof authorized to give a consent) consent in writing to such amendment. It shall not be necessary for the consent of the Holders under this Section 902 to approve the particular form of any proposed amendment, supplement or waiver waiver, but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) . After an amendment, supplement or waiver under this Section 9.02 902 becomes effective, the Issuer Company shall mail to the Holders affected thereby Holders, with a copy to the Trustee, a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any supplemental indenture or the effectiveness of any such amendment, supplement or waiver.

With Consent of Holders. (a) Subject to Section 6.07, the Issuer, the Subsidiary Guarantors The Company and the Trustee, together, Trustee may amend or supplement this Indenture or the Notes with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes may amend or supplement this Indenture, by the Notes or adoption of a resolution by the Subsidiary Guarantees, without notice to any other Holders. Subject to Sections 6.07, the Holder or Holders of at least a majority in aggregate principal amount of the Notes represented at the meeting. The Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes may waive compliance in a particular instance by the Company with any provision of this Indenture, Indenture or the Notes or the Subsidiary Guarantees without notice to any other Holders. (b) Notwithstanding Holder. However, notwithstanding the foregoing but subject to Section 9.02(a)11.4, without the written consent of each Holder affected, no amendment an amendment, supplement or waiver, including a waiver maypursuant to Section 8.4, may not: (1) change the Stated Maturity maturity of the principal of, of or any installment of interest on, with respect to any Note; (2) reduce the principal amount of, or premium, if any, or interest on, or the amount payable upon redemption or purchase pursuant to Article 3, with respect to any Note or amend or modify in any manner adverse to the Holders the Company's obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (3) reduce the interest rate or interest with respect to any Note; (34) change the place currency of payment of principal of, or premium, if any, or interest on, on any Note; (45) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of with respect to any Note; (56) modify any of the provisions of this Section 11.2 or Section 8.4, except to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby; (7) reduce the above-stated percentages percentage of the principal amount of the outstanding Notes the consent of whose Holders is necessary to modify required for any such supplemental indenture or amend this Indenture; (6) waive a default the consent of whose Holders is required for any waiver provided for in the payment of principal of, premium, if any, or interest on the Notes; (7) voluntarily release a Subsidiary Guarantor of the Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04; or (9) modify or change any provisions of this Indenture affecting the ranking of the Notes or the Subsidiary Guarantees any Note Guarantee in any a manner adverse to the Holders Holders, provided that securing an asset to a greater or lesser extent shall not be deemed to change the ranking of the NotesNotes for the purposes of this clause (8); (9) modify the right of the Holder to cause the Company to redeem the Notes upon a Change of Control or the obligation of the Company to make and consummate an Asset Sale Offer or modify any of the provisions or definitions with respect thereto; (10) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture and the Pledge and Security Agreements; or (11) release all or substantially all of the Collateral except as permitted by the terms of the Pledge and Security Agreements. (c) It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (eb) After an amendment, supplement or waiver under this Section 9.02 11.2 becomes effective, the Issuer Company shall promptly mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders. (a) Subject to Section 6.077.07, the IssuerIssuers, the Subsidiary Guarantors and the Trustee, together, with the written consent of the Holder or Holders of not less than a majority in aggregate principal amount of the outstanding Notes without notice to or consent from any other party to this Indenture may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees, without notice to any other Holders. Subject to Sections 6.077.07, the Holder or Holders of not less than a majority in aggregate principal amount of the outstanding Notes may waive compliance with any provision of this Indenture, the Notes or the Subsidiary Guarantees without notice to any other Holders. (b) Notwithstanding Section 9.02(a10.02(a), without the consent of each Holder affected, no amendment or waiver may: (1) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (2) reduce the principal amount of, or premium, if any, or interest on, any Note or make the Notes payable in money other than stated in the Note; (3) change the place of payment of principal of, or premium, if any, or interest on, any Note; (4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6) waive a default in the payment of principal of, premium, if any, or interest on the NotesNotes (except a rescission of the declaration of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and a waiver of the payment default that resulted from such acceleration, so long as all other existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived); (7) voluntarily release a Subsidiary Guarantor of the Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 7.02 and 6.047.04; or (9) modify or change any provisions of this Indenture affecting the ranking of the Notes as to right of payment or the Subsidiary Guarantees thereof in any manner adverse to the Holders of the NotesHolders. (c) It shall not be necessary for the consent of the Holders under this Section 10.02 to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will shall not be rendered invalid by such tender or exchange. (e) After an amendment, supplement or waiver under this Section 9.02 10.02 becomes effective, the Issuer Issuers shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Issuers to mail give such noticenotice to all Holders, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders. (a) Subject to Section 6.07The Company, with the Issuer, consent of the Subsidiary Guarantors and the ----------------------- Trustee, togethermay amend or supplement this Indenture or the Debentures without notice to any Debentureholder, but with the written consent of the Holder or Holders of at least a majority in principal amount of the outstanding Debentures. The Holders of a majority in aggregate principal amount of the outstanding Notes may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees, without notice to any other Holders. Subject to Sections 6.07, the Holder or Holders of a majority in aggregate principal amount of the outstanding Notes Debentures may waive compliance by the Company with any provision of this Indenture, the Notes Indenture or the Subsidiary Guarantees Debentures without notice to any other Holders. (b) Notwithstanding Section 9.02(a), without Debentureholder. Without the consent of each Holder Debentureholder affected, no amendment however, an amendment, supplement or waiver, including a waiver may: pursuant to Section 6.04, may not: (1i) change reduce the Stated Maturity amount of Debentures whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the rate of or extend the time for payment of interest on any Debenture (except that Holders of not less than 75% in principal amount of all outstanding Debentures may consent, on behalf of the principal ofHolders of all of the outstanding Debentures, or to the postponement of any installment of interest on, any Note; payment for a period not exceeding three years from its due date); (2iii) reduce the principal amount of, of or premium, if any, or interest on, any Note; (3) change extend the place of payment of principal of, or premium, if any, or interest on, any Note; (4) impair the right to institute suit for the enforcement fixed maturity of any payment on or after the Stated Maturity Debenture; (or, in the case of a redemption, on or after the Redemption Date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6iv) waive a default in the payment of the principal of, premium, if anyof or interest on, or interest on other redemption payment with respect to, any Debenture, (v) make any Debenture payable in money other than that stated in the Notes; Debenture; (7vi) voluntarily release a Subsidiary Guarantor make any change in Article Ten that adversely affects the rights of any Debentureholder; or (vii) make any change in Section 6.04, 6.07 or the Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04; or (9) modify or change any provisions third sentence of this Indenture affecting the ranking of the Notes or the Subsidiary Guarantees in any manner adverse to the Holders of the Notes. (c) It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) 9.02. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure It shall not be necessary for the consent of the Issuer Holders under this section to mail approve the particular form of any proposed amendment or supplement, but it shall be sufficient if such noticeconsent approved the substance thereof. Upon the request of the Company, accompanied by a resolution of the Board of Directors or any defect thereinduly authorized committee thereof, shall not, however, in any way impair or affect authorizing the validity execution of any such amendmentsupplemental indenture, supplement and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Debentureholders as aforesaid, the Trustee shall join with the Company in execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or waiverimmunities under this Indenture.

With Consent of Holders. (a) Subject to Section 6.07Sections 8.07 and 11.03, the Issuer, the Subsidiary Guarantors and the Trustee, Trustee and Noteholder Collateral Agent together, with the written consent (which may include consents obtained in connection with a tender offer or exchange offer for Notes) of the Holder or Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes may amend or supplement this Indenture, the Notes or the Subsidiary GuaranteesNote Guarantees or other Note Documents, without notice to any other Holders. Subject to Sections 6.078.07 and 11.03, the Holder or Holders of a majority in aggregate principal amount of the outstanding Notes may waive compliance with any provision of this Indenture, the Notes or the Subsidiary Note Guarantees or the other Note Documents without notice to any other Holders. (b) Notwithstanding Section 9.02(a11.02(a), without the consent of each Holder affected, no amendment or waiver may: (1i) Reduce, or change the Stated Maturity maturity, of the principal of, or any installment of interest on, any Note; (2ii) reduce Reduce the principal amount of, rate of or premium, if any, or extend the time for payment of interest on, on any Note; (3iii) Reduce any amounts payable upon redemption or any Change of Control or change the place date on, or the circumstances under, which any Notes are subject to redemption or purchase (other than provisions of Article Three and Section 6.11, except that if a Change of Control has occurred, no amendment or other modification of the obligation of the Issuer to repurchase the Notes upon a Change of Control may be made without the consent of each Holder of the Notes affected); (iv) Make any Note payable in money or currency other than that stated in the Notes; (v) Expressly subordinate in right of payment such Note or any Note Guarantee to any other Indebtedness of the Issuer or any Guarantor; (vi) Reduce the percentage of Holders necessary to consent to an amendment or waiver to this Indenture or the Notes; (vii) Waive a continuing default in the payment of principal of, of or premium, if any, premium or interest on, on any NoteNotes (except a rescission of acceleration of the Notes by the Holders thereof as provided in this Indenture and a waiver of the payment default that resulted from such acceleration); (4viii) impair 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 payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (7ix) voluntarily release Release any Guarantor that is a Significant Subsidiary Guarantor from any of the Notesits obligations under its Note Guarantee or this Indenture, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04; or (9x) modify Make any change in these amendment and waiver provisions. In addition, without the consent of the Holders of at least 66⅔% in principal amount of the Notes then outstanding, (a) no amendment to this Indenture, the Notes, the Note Guarantees or change any other Note Documents may release all or substantially all of the Collateral from the Liens securing the Notes and (b) no amendment to, or waiver of, the provisions of this Indenture affecting Indenture, the ranking Notes, the Note Guarantees or other Note Documents may alter the priority of the Notes or Liens securing the Subsidiary Guarantees Collateral in any manner adverse to that adversely affects the rights of the Holders of the Notes, in each case other than in accordance with the terms of the applicable Note Documents. (c) It shall not be necessary for the consent of the Holders under this Section 11.02 to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) After an amendment, supplement or waiver under this Section 9.02 11.02 becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders. (a) Subject to Section 6.07Except as provided below, the Issuerthis Indenture, the Subsidiary Guarantors any Guarantee and the Trustee, together, Notes may be amended or supplemented with the written consent of the Holder Holders of at least a majority in aggregate principal amount of the Notes then Outstanding, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes and any existing Default or compliance with any provision of this Indenture or the Notes issued hereunder may be waived with the consent of the Holders of a majority in aggregate principal amount of the outstanding Notes then Outstanding (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). However, without the consent of each Holder affected, an amendment or supplement may not, with respect to any Notes held by a non-consenting Holder: (a) make any change in the percentage of the principal amount of the Notes required for amendments or waivers; (b) reduce the principal of or change the fixed final maturity of any Note or change the date on which any Notes may amend be subject to redemption or supplement this Indenturereduce the redemption price therefor; (c) reduce the rate of or change the time for payment of interest on any Note; (A) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes or by the Subsidiary Guarantees, without notice to any other Holders. Subject to Sections 6.07, the Holder or Holders of a majority in aggregate principal amount of all then Outstanding Notes, and a waiver of the outstanding Notes may Event of Default under Section 6.01(a) or 6.01(b) that resulted from such acceleration, or (B) waive compliance with a Default in respect of a covenant or provision contained in this Indenture or any provision of this Indenture, the Notes Guarantee which cannot be amended or the Subsidiary Guarantees without notice to any other Holders. (b) Notwithstanding Section 9.02(a), modified without the consent of each Holder affected, no amendment or waiver may: (1) change the Stated Maturity of the principal of, or any installment of interest on, any Noteall Holders; (2e) reduce the principal amount of, or premium, if any, or interest on, make any NoteNote payable in money other than U.S. dollars; (3f) make any change the place of payment of principal of, in Section 9.01 or premium, if any, or interest on, any Notethis Section 9.02; (4g) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary Holder to modify or amend this Indenture; (6) waive a default in the receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the Notes; (7) voluntarily release a Subsidiary Guarantor due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes or the Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04Guarantees; or (9h) make any change to or modify or change any provisions of this Indenture affecting the ranking of the Notes or the Subsidiary Guarantees in any manner adverse to that would adversely affect the Holders of the Notes. (c) thereof. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendmentamendment or supplement, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to . For purposes of determining whether the Holders of the requisite principal amount of Notes have taken any amendment, supplement or waiver action under this Indenture by any Holder given in connection Indenture, the principal amount of Notes shall be deemed to be the principal amount of Notes as of (i) if a record date has been set with an exchange (in respect to the case of an exchange offer) or a tender (in the case of a tender offer) taking of such Holder’s Notes will not be rendered invalid by action, such tender date or exchange. (eii) After an amendment, supplement or waiver under this Section 9.02 becomes effectiveif no such record date has been set, the Issuer shall mail date the taking of such action by the Holders of such requisite principal amount is certified to the Holders affected thereby a notice briefly describing Trustee by the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiverCompany.

With Consent of Holders. (a) Subject to Section 6.07, the Issuer, the Subsidiary The Company and/or one or more Guarantors and the TrusteeTrustee may modify, togetheramend, waive or supplement this Indenture, the Senior Notes, the Guarantees or the Collateral Documents (subject to any amendment provisions contained therein) with the written consent of the Holder or Holders of not less than a majority in aggregate principal amount of the outstanding Notes may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees, without notice to any other HoldersSenior Notes. Subject to Sections 6.07, the Holder or The Holders of not less than a majority in aggregate principal amount of the outstanding Senior Notes may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Subsidiary Guarantees without notice Senior Notes. Subject to any other Holders. (b) Notwithstanding Section 9.02(a)8.4, without the consent of each Holder Noteholder affected, no amendment however, an amendment, supplement or waiver, including a waiver maypursuant to Section 6.4, may not: (1) change reduce the Stated Maturity amount of Senior Notes whose Holders must consent to an amendment, modification, supplement or waiver to this Indenture or the principal of, or any installment of interest on, any NoteSenior Notes; (2) reduce the principal amount of, rate of or premium, if any, or change the time for payment of interest on, on any Senior Note; (3) reduce the principal of or premium on or change the place stated maturity of payment of principal of, or premium, if any, or interest on, any Senior Note; (4) impair the right to institute suit for the enforcement of make any payment on or after the Stated Maturity (or, Senior Note payable in money other than that stated in the case Senior Note or change the place of a redemptionpayment from New York, on or after the Redemption Date) of any NoteNew York; (5) reduce change the above-stated percentages amount or time of outstanding Notes any payment required by the consent of whose Holders is necessary to modify or amend this IndentureSenior Notes; (6) waive a default in the payment of the principal of, premium, if anyor interest on, or interest on the Notesredemption payment with respect to any Senior Note; (7) voluntarily release a Subsidiary Guarantor subordinate in right of payment, or otherwise subordinate, the Senior Notes or the Guarantees to another Indebtedness or obligation of the Notes, except as permitted by this IndentureCompany or the Guarantors; (8) reduce the percentage or aggregate principal amount of outstanding Notes take any other action otherwise prohibited by this Indenture to be taken without the consent of whose Holders is necessary for waiver each Holder affected thereby; (9) release all or substantially all of the Collateral from the Lien of this Indenture and the Collateral Documents (other than pursuant to an Asset Sale in compliance with Sections 6.02 Section 4.8 hereof), or upon payment in full of all Obligations of the Company hereunder and 6.04under the Senior Notes; or (910) modify or change any provisions of this Indenture affecting the ranking of the Notes or the Subsidiary Guarantees in any manner adverse to the Holders of the Notes. (c) It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment8.2, supplement Section 6.4 or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment6.7. After a modification, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) After an amendment, supplement or waiver under this Section 9.02 8.2 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the modification, amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such modification, amendment, supplement or waiver. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, modification, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

With Consent of Holders. (a) Subject to Except as provided in Section 6.079.01 and this Section 9.02, the Issuer, the Subsidiary Guarantors and the Trustee, together, this Indenture may be amended with the written consent of the Holder or Holders holders of a majority in aggregate principal amount of the Notes then outstanding Notes (including consents obtained in connection with a tender offer or exchange for the Notes) and any past default or compliance with any provisions may amend or supplement this Indenture, also be waived with the Notes or consent of the Subsidiary Guarantees, without notice to any other Holders. Subject to Sections 6.07, the Holder or Holders holders of a majority in aggregate principal amount of the outstanding Notes may waive compliance with any provision of this Indenture, the Notes or the Subsidiary Guarantees without notice to any other Holders. (b) Notwithstanding Section 9.02(a)then outstanding. However, without the consent of each Holder affectedholder of an outstanding Note affected thereby, no an amendment or waiver maymay not, among other things: (1) change reduce the Stated Maturity amount of the principal of, or any installment of interest on, any NoteNotes whose holders must consent to an amendment; (2) reduce the principal amount of, rate of or premium, if any, or extend the time for payment of interest on, on any Note; (3) change reduce the place principal of payment or extend the Stated Maturity of principal of, or premium, if any, or interest on, any Note; (4) impair change the optional redemption dates or prices or calculations from those described in Section 3.07 or 3.08; (5) make any Note payable in money other than that stated in the Note; (6) amend the contractual right expressly set forth in this Indenture or the Notes of any holder of the Notes to institute suit for the enforcement of any payment on or with respect to such holder’s Notes after the any Interest Payment Date, Stated Maturity (oror any redemption date, in the case of a redemption, on or after the Redemption Date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6) waive a default in the payment of principal of, premium, if any, or interest on the Notesas applicable; (7) voluntarily release a Subsidiary Guarantor of make any change in the Notes, except as permitted by this Indentureamendment provisions which require each holder’s consent or in the waiver provisions; (8) reduce make any change in the percentage ranking or aggregate principal amount priority of outstanding Notes any Note or Guarantee that would adversely affect the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04noteholders; or (9) modify or change release any provisions of Guarantor from its Guarantee, except as provided for in this Indenture affecting the ranking of the Notes or the Subsidiary Guarantees in any manner adverse to the Holders of the NotesIndenture. (c) It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders. (a) Subject to Section 6.07, the Issuer, the Subsidiary Guarantors and the Trustee, together, with the written consent of the Holder or Holders of a majority in aggregate principal amount of the outstanding Notes may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees, without notice to any other Holders. Subject to Sections 6.07, the Holder or Holders of a majority in aggregate principal amount of the outstanding Notes may waive compliance with any provision of this Indenture, the Notes or the Subsidiary Guarantees without notice to any other Holders. (b) Notwithstanding Section 9.02(a), without the consent of each Holder affected, no amendment or waiver may: (1) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (2) reduce the principal amount of, or premium, if any, or interest on, any Note; (3) change the place of payment of principal of, or premium, if any, or interest on, any Note; (4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (7) voluntarily release a Subsidiary Guarantor of the Notes, except as permitted by this Indenture;; or (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04; or (9) modify or change any provisions of this Indenture affecting the ranking of the Notes or the Subsidiary Guarantees in any manner adverse to the Holders of the Notes. (c) It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders. (a) Subject to Section 6.07, the IssuerIssuers, the Subsidiary Guarantors and the Trustee, together, with the written consent of the Holder or Holders of not less than a majority in aggregate principal amount of the outstanding Notes may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees, without notice to or the consent of any other Holders. Subject to Sections 6.07, the Holder or Holders of not less than a majority in aggregate principal amount of the outstanding Notes may waive compliance with any provision of this Indenture, the Notes or the Subsidiary Guarantees without notice to or the consent of any other Holders. (b) Notwithstanding Section 9.02(a), without the consent of each Holder affectedaffected thereby, no amendment or waiver may: (1) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (2) reduce the principal amount of, or premium, if any, or interest on, any Note; (3) change the place of payment of principal of, or premium, if any, or interest on, any Note; (4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Dateredemption date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6) waive a default in the payment of principal of, premium, if any, or interest on the NotesNotes (except a rescission of the declaration of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and a waiver of the payment default that resulted from such acceleration, so long as all other existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived); (7) voluntarily release a Subsidiary Guarantor of the Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary necessary, pursuant to Sections 6.02 and 6.04, for waiver of compliance with Sections 6.02 and 6.04certain provisions of this Indenture or for waiver of certain defaults; or (9) modify or change any provisions of this Indenture affecting the ranking of the Notes as to right of payment or the Subsidiary Guarantees Guaranties thereof in any manner adverse to the Holders of the Notes. (c) It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will shall not be rendered invalid by such tender or exchange. (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Issuers shall mail provide to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Issuers to mail give such noticenotice to all Holders, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders. (a) Subject to Section 6.07, the IssuerIssuers, the Subsidiary Guarantors and the Trustee, together, with the written consent of the Holder or Holders of not less than a majority in aggregate principal amount of the outstanding Notes may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees, without notice to or the consent of any other Holders. Subject to Sections 6.07, the Holder or Holders of not less than a majority in aggregate principal amount of the outstanding Notes may waive compliance with any provision of this Indenture, the Notes or the Subsidiary Guarantees without notice to or the consent of any other Holders. (b) Notwithstanding Section 9.02(a), without the consent of each Holder affectedaffected thereby, no amendment or waiver may: (1) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (2) reduce the principal amount of, or premium, if any, or interest on, any Note; (3) change the place of payment of principal of, or premium, if any, or interest on, any Note; (4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6) waive a default in the payment of principal of, premium, if any, or interest on the NotesNotes (except a rescission of the declaration of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and a waiver of the payment default that resulted from such acceleration, so long as all other existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived); (7) voluntarily release a Subsidiary Guarantor of the Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary necessary, pursuant to Sections 6.02 and 6.04, for waiver of compliance with Sections 6.02 and 6.04certain provisions of this Indenture or for waiver of certain defaults; or (9) modify or change any provisions of this Indenture affecting the ranking of the Notes as to right of payment or the Subsidiary Guarantees Guaranties thereof in any manner adverse to the Holders of the Notes. (c) It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will shall not be rendered invalid by such tender or exchange. (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Issuers shall mail provide to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Issuers to mail give such noticenotice to all Holders, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders. (a) Subject to Section 6.07The Company, the IssuerGuarantors, the Subsidiary Guarantors when authorized by a Board Resolution of each of them, and the Trustee, together, Trustee may amend or supplement this Indenture or the Notes with the written consent of the Holder or Holders of not less than a majority in aggregate principal amount of the outstanding Notes may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees, without notice to any other HoldersNoteholder. Subject to Sections 6.07, the Holder or The Holders of not less than a majority in aggregate principal amount of the outstanding Notes may waive compliance in a particular instance by the Company with any provision of this Indenture, Indenture or the Notes or the Subsidiary Guarantees without notice to any other Holders. (b) Notwithstanding Noteholder. Subject to Section 9.02(a)8.04, without the consent of each Holder Noteholder affected, no amendment however, an amendment, supplement or waiver, including a waiver maypursuant to Section 6.04, may not: (1) change reduce the Stated Maturity amount of Notes whose Holders must consent to an amendment, supplement or waiver to this Indenture or the principal of, or any installment of interest on, any NoteNotes; (2) reduce the principal amount of, rate of or premium, if any, or change the time for payment of interest on, on any Note; (3) reduce the principal of or premium on or change the place stated maturity of payment of principal of, or premium, if any, or interest on, any Note; (4) impair the right to institute suit for the enforcement of make any payment on or after the Stated Maturity (or, Note payable in money other than that stated in the case Note or change the place of a redemptionpayment from New York, on or after the Redemption Date) of any NoteNew York; (5) change the amount or time of any payment required by the Notes or reduce the above-stated percentages premium payable upon any redemption of outstanding the Notes in accordance with Paragraph 6 of the consent of whose Holders is necessary to modify Notes, or amend this Indenturechange the time before which no such redemption may be made; (6) waive a default in the payment of the principal of, premium, if anyor interest on, or interest on the Notesredemption payment with respect to, any Note; (7) voluntarily release a Subsidiary Guarantor make any changes in Sections 6.04 or 6.07 hereof or this sentence of the Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04Section 8.02; or (9) modify or change any provisions of this Indenture affecting 8) affect the ranking of the Notes or the Subsidiary Guarantees in any a manner adverse to the Holders. After an amendment, supplement or waiver under this Section 8.02 becomes effective, the Company shall mail to the Holders a notice briefly describing the amendment, supplement or waiver. Upon the request of the Notes. (c) Company, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Noteholders as aforesaid and upon receipt by the Trustee of the documents described in Section 8.06 hereof, the Trustee shall join with the Company and the Guarantors in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver waiver, but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders. (a) Subject to Section 6.07The Company, with the Issuer, the Subsidiary Guarantors and consent of ------------------------ the Trustee, togethermay amend or supplement this Indenture or the Debentures without notice to any Debentureholder, but with the written consent of the Holder or Holders of at least a majority in principal amount of the outstanding Debentures. The Holders of a majority in aggregate principal amount of the outstanding Notes may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees, without notice to any other Holders. Subject to Sections 6.07, the Holder or Holders of a majority in aggregate principal amount of the outstanding Notes Debentures may waive compliance by the Company with any provision of this Indenture, the Notes Indenture or the Subsidiary Guarantees Debentures without notice to any other Holders. (b) Notwithstanding Section 9.02(a), without Debentureholder. Without the consent of each Holder Debentureholder affected, no amendment however, an amendment, supplement or waiver, including a waiver may: pursuant to Section 6.04, may not: (1i) change reduce the Stated Maturity amount of Debentures whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the rate of or extend the time for payment of interest on any Debenture (except that Holders of not less than 75% in principal amount of all outstanding Debentures may consent, on behalf of the principal ofHolders of all of the outstanding Debentures, or to the postponement of any installment of interest on, any Note; payment for a period not exceeding three years from its due date); (2iii) reduce the principal amount of, of or premium, if any, or interest on, any Note; (3) change extend the place of payment of principal of, or premium, if any, or interest on, any Note; (4) impair the right to institute suit for the enforcement fixed maturity of any payment on or after the Stated Maturity Debenture; (or, in the case of a redemption, on or after the Redemption Date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6iv) waive a default in the payment of the principal of, premium, if anyof or interest on, or interest on other redemption payment with respect to, any Debenture, (v) make any Debenture payable in money other than that stated in the Notes; Debenture; (7vi) voluntarily release a Subsidiary Guarantor make any change in Article Ten that adversely affects the rights of any Debentureholder; or (vii) make any change in Section 6.04, 6.07 or the Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04; or (9) modify or change any provisions third sentence of this Indenture affecting the ranking of the Notes or the Subsidiary Guarantees in any manner adverse to the Holders of the Notes. (c) It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) 9.02. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure It shall not be necessary for the consent of the Issuer Holders under this section to mail approve the particular form of any proposed amendment or supplement, but it shall be sufficient if such noticeconsent approved the substance thereof. Upon the request of the Company, accompanied by a resolution of the Board of Directors or any defect thereinduly authorized committee thereof, shall not, however, in any way impair or affect authorizing the validity execution of any such amendmentsupplemental indenture, supplement and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Debentureholders as aforesaid, the Trustee shall join with the Company in execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or waiverimmunities under this Indenture.

With Consent of Holders. Except as provided in Section 9.01 (a“Without Consent of Holders”) Subject to Section 6.07and in this Section, this Indenture, the IssuerNotes, the Subsidiary Guarantors and Collateral Agreements, the Trustee, together, Note Guarantees or the Intercreditor Agreement (if any) may be amended or supplemented with the written consent of the Holder Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes, the Collateral Agreements or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.08 (“Outstanding Notes”) and Section 2.09 (“Treasury Notes”) hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section. Without the consent of each Holder affected, an amendment, supplement or waiver may amend not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or supplement this Indenture, waiver; (2) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the purchase or redemption of the Notes (other than provisions relating to the covenants described above under Sections 3.07 (“Optional Redemption”), 3.08 (“Optional Redemption for Changes in Withholding Taxes”), 3.09 (“Mandatory Redemption Upon Event of Loss of a Vessel”), 4.17 (“Offer to Repurchase Upon a Change of Control”) and 4.18 (“Asset Sales”)); (3) reduce the rate of or change the Subsidiary Guaranteestime for payment of interest on any Note; (4) waive a Default or Event of Default in the payment of principal of, without notice to any other Holders. Subject to Sections 6.07or interest, premium, if any, on the Holder or Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes may waive compliance with any provision of this Indenture, the Notes or the Subsidiary Guarantees without notice to any other Holders. (b) Notwithstanding Section 9.02(a), without the consent of each Holder affected, no amendment or and a waiver may: (1) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (2) reduce the principal amount of, or premium, if any, or interest on, any Note; (3) change the place of payment of principal of, or premium, if any, or interest on, any Note; (4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any NotePayment Default that resulted from such acceleration); (5) reduce make any Note payable in money other than that stated in the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this IndentureNotes; (6) waive a default make any change in the payment provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, premium, if any, or interest on the Notes; (7) voluntarily release waive a Subsidiary Guarantor redemption or repurchase payment with respect to any Note (other than a payment required by one of the Notescovenants described above under Sections 3.07 (“Optional Redemption”), except as permitted by this Indenture3.08 (“Optional Redemption for Changes in Withholding Taxes”), Section 3.09 (“Mandatory Redemption Upon Event of Loss of a Vessel”), 4.17 (“Offer to Repurchase Upon a Change of Control”) and 4.18 (“Asset Sales”)); (8) reduce release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the percentage or aggregate principal amount terms of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04Indenture; or (9) modify or make any change any provisions of this Indenture affecting in the ranking of the Notes or the Subsidiary Guarantees in any manner adverse to the Holders of the Notes. (c) It shall not be necessary for preceding amendment and waiver provisions. In addition, the consent of Holders representing at least two-thirds of outstanding Notes will be required to release all or substantially all of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under Collateral otherwise than in accordance with this Indenture by any Holder given in connection with an exchange (in and the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchangeCollateral Agreements. (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders. (a) Subject to Section 6.07Sections 6.04 and 6.07 and without prior notice to the Holders, the IssuerCompany, when authorized by its Board of Directors (as evidenced by a Board Resolution delivered to the Trustee), the Subsidiary Guarantors and the Trustee, together, Trustee may amend this Indenture and the Notes with the written consent of the Holder or Holders of a majority in aggregate principal amount of the outstanding Notes may amend or supplement this Indenturethen outstanding, and the Notes or the Subsidiary Guarantees, without notice to any other Holders. Subject to Sections 6.07, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture, the Notes Indenture or the Subsidiary Guarantees without notice to any other Holders. (b) Notes. Notwithstanding the provisions of this Section 9.02(a)9.02, without the consent of each Holder affected, no an amendment or waiver, including a waiver maypursuant to Section 6.04, may not: (1i) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (2ii) reduce the principal amount of, or premium, if any, or interest on, any Note; (3iii) change the optional redemption dates or optional redemption prices of the Notes from that stated in Section 3.01; (iv) change the place or currency of payment of principal of, or premium, if any, or interest on, any Note; (4v) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6vi) waive a default Default in the payment of principal of, premium, if any, or interest on the Notes; (7vii) voluntarily modify any of the provisions of this Section 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby; (viii) release a any Subsidiary Guarantor of the Notesfrom its Note Guarantee, except as permitted by provided in this Indenture; (8) ix) amend, change or modify the obligation of the Company to make and consummate an Offer to Purchase under Section 4.05 after a Change of Control has occurred, including, in each case, amending, changing or modifying any definition relating thereto; or (x) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04; or (9) modify or change any certain provisions of this Indenture affecting the ranking or for waiver of the Notes or the Subsidiary Guarantees in any manner adverse to the Holders of the Notes. (c) certain Defaults. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver waiver, but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement supplemental indenture or waiver.

With Consent of Holders. (a) Subject to Section 6.07, the Issuer, the Subsidiary Guarantors Company and the Trustee, together, with the written consent of the Holder or Holders of a majority in aggregate principal amount of the Notes, including Additional Notes, if any, then outstanding Notes voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), may amend or supplement this Indenture, Indenture or the Notes or the Subsidiary Guarantees, without notice to any other Holders. Subject to Sections 6.04 and 6.07, the Holder or Holders of a majority in aggregate principal amount of the outstanding Notes may waive compliance with any provision of this Indenture, Indenture or the Notes or the Subsidiary Guarantees without notice to any other Holders. (b) Notwithstanding Section 9.02(a), without the consent of each Holder of an outstanding Note affected, no amendment or waiver may: (1) change reduce the Stated Maturity amount of the principal ofNotes whose Holders must consent to an amendment, supplement or any installment of interest on, any Notewaiver; (2) reduce the principal amount ofrate of or change the time for payment of interest, or premiumincluding defaulted interest, if any, or interest on, on any NoteNotes; (3) reduce the principal of or change the place fixed maturity of payment of principal ofany Notes, or premium, if anychange the date on which any Notes may be subject to redemption or repurchase, or interest onreduce the redemption or repurchase price for those Notes (except, any Notein the case of repurchases, as would otherwise be permitted under clauses (7) and (9) of this Section 9.02(b)); (4) impair the right to institute suit for the enforcement of make any payment on or after the Stated Maturity (or, Note payable in money other than that stated in the case of a redemption, on or after the Redemption Date) of any NoteNote and this Indenture; (5) reduce impair the above-stated percentages right of outstanding any Holder to receive payment of principal, premium, interest on that Holder’s Notes on or after the consent of whose Holders is necessary due dates for those payments, or to modify bring suit to enforce that payment on or amend this Indenturewith respect to such Holder’s Notes or any Guarantee; (6) modify the provisions contained in this Indenture permitting Holders of a majority in principal amount of the Notes to waive a default in the payment of principal of, premium, if any, or interest on the NotesDefault; (7) voluntarily release a Subsidiary Guarantor after the Company’s obligation to purchase the Notes arises under this Indenture, amend, modify or change the obligation of the Notes, except as permitted by this IndentureCompany to make or consummate a Change of Control Offer or waive any default in the performance of that Change of Control Offer or modify any of the provisions or definitions with respect to any such offer; (8) reduce make any change to or modify the percentage ranking of any such Note or aggregate principal amount related Guarantee that would adversely affect the Holders of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04Notes; or (9) modify at any time after the Company are obligated to make an Asset Sale Offer pursuant to Section 4.11, change the time at which such offer to purchase must be made or change any provisions of this Indenture affecting the ranking of price at which the Notes or the Subsidiary Guarantees in any manner adverse to the Holders of the Notesmust be repurchased pursuant thereto. (c) It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will shall not be rendered invalid by such tender or exchange. (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail deliver to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail deliver such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders. (a) Subject to Section 6.07, the IssuerCompany, the Subsidiary Guarantors when authorized by a Board Resolution, and the Trustee, together, with upon receipt of the written consent of the Holder or Holders of at least a majority of the aggregate outstanding principal amount of the Notes, may amend or supplement this Indenture or the Notes, without notice to any other Holders. Subject to Section 6.07, the Holder or Holders of a majority in aggregate outstanding principal amount of the Notes may waive compliance by the Company with any provision of this Indenture or the Notes without notice to any other Holder. Notwithstanding the forgoing, no amendment, supplement or waiver, including a waiver pursuant to Section 6.04, shall, without the consent of each Holder of each Note affected thereby: (1) reduce the amount of Notes whose Holders must consent to an amendment or waiver, including the waiver of Defaults or Events of Default, or to a rescission and cancellation of a declaration of acceleration of the Notes; (2) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest and Additional Interest, if any, on any Notes; (3) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption, or reduce the Redemption Price therefor; (4) make any Notes payable in a currency other than that stated in the Notes; (5) make any change in provisions of this Indenture protecting the right of each Holder to receive payment of principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment; (6) amend, modify, change or waive any provision of this Section 9.02; (7) change the price payable by the Company for Notes repurchased pursuant to Section 4.15 or 4.16 or after the occurrence of a Change of Control Triggering Event, modify or change in any material respect the obligation of the Company or Holdings to make and consummate a Change of Control Offer or modify any of the provisions or definitions with respect thereto; or (8) waive a default in the payment of principal of or interest on any Note; provided that this clause (8) shall not limit the right of the Holders of a majority in aggregate principal amount of the outstanding Notes may amend to rescind and cancel a declaration of acceleration of the Notes following delivery of an Acceleration Notice as provided in Section 6.02(d). Any amendment to, or supplement this Indenturewaiver of, the Notes or provisions of the Subsidiary Guarantees, without notice Indenture relating to any other Holders. Subject to Sections 6.07, subordination that adversely affects the Holder or rights of the Holders of a majority the Notes shall require the consent of the Holders of at least 75% in aggregate principal amount of the outstanding Notes may waive compliance with any provision of this Indenture, the Notes or the Subsidiary Guarantees without notice to any other Holders. (b) Notwithstanding Section 9.02(a), without the consent of each Holder affected, no amendment or waiver may: (1) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (2) reduce the principal amount of, or premium, if any, or interest on, any Note; (3) change the place of payment of principal of, or premium, if any, or interest on, any Note; (4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (7) voluntarily release a Subsidiary Guarantor of the Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04; or (9) modify or change any provisions of this Indenture affecting the ranking of the Notes or the Subsidiary Guarantees in any manner adverse to the Holders of the Notes. (c) then outstanding. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver waiver, but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiversupplemental indenture.

With Consent of Holders. The Company (awhen authorized by a Board Resolution) Subject and any Guarantors (when authorized by a Board Resolution) may, subject to Section 6.079.05, direct the Trustee and/or the Collateral Trustee to modify or supplement this Indenture, the IssuerGuarantees, the Subsidiary Guarantors and Collateral Documents, the Trustee, together, Notes and/or other Priority Lien Documents with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the outstanding Notes may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees, without notice to any other HoldersNotes. Subject to Sections 6.075.12 and 5.13, the Holder or Holders of not less than a majority in aggregate principal amount of the outstanding Notes may waive compliance in a particular instance by the Company or any Guarantor with any provision of this Indenture, the Notes or other Priority Lien Documents. Subject to Section 9.03 and notwithstanding anything to the Subsidiary Guarantees without notice to any other Holders. (b) Notwithstanding Section 9.02(a)contrary contained herein, without the consent of each Holder affected, no amendment any such amendment, modification, supplement or waiver, including a waiver maypursuant to Section 5.13, may not: (1i) reduce the amount of Notes whose Holders must consent to an amendment, supplement or waiver of this Indenture, the Guarantees, the Collateral Documents, the Notes and/or other Priority Lien Documents; (ii) reduce the rate of, change the Stated Maturity method of calculation of or change the time for payment of interest, including Defaulted Interest, on any Note; (iii) reduce the principal of or premium on or change the stated maturity of any Note or change the date on which any Notes may be subject to redemption or repurchase or reduce the redemption or repurchase price therefor; (iv) make any Note payable in money other than that stated in the Note; (v) waive a default on the payment of the principal of, or any installment of interest on, or redemption payment with respect to any NoteNote (except a rescission of acceleration of the Notes in accordance with the terms of this Indenture or a waiver of the payment default that resulted from such acceleration in accordance with the terms of this Indenture); (2vi) reduce make any change in provisions of this Indenture protecting the principal amount of, or premium, if any, or interest on, any Note; (3) change the place right of each Holder to receive payment of principal of, or premium, if any, or of and interest on, any Note; (4) impair the right to institute suit for the enforcement of any payment on such Note on or after the Stated Maturity (ordue date thereof or to bring suit to enforce such payment, in the case or permitting Holders of a redemption, on or after the Redemption Date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6) waive a default majority in the payment of principal of, premium, if any, or interest on the Notes; (7) voluntarily release a Subsidiary Guarantor of the Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent to waive Defaults or Events of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04; orDefault related thereto; (9vii) amend, change or modify in any material respect the obligation of the Company to make and consummate an Excess Proceeds Offer pursuant to Section 10.09 or modify in any material respect any of the provisions or definitions with respect thereto; (viii) modify or change any provisions provision of this Indenture Indenture, the Guarantees, the Collateral Documents, the Notes and/or other Priority Lien Documents or the related definitions affecting the ranking of the Notes or any Guarantee as senior indebtedness in a manner which adversely affects the Subsidiary Guarantees in any manner adverse to the Holders of the Notes.Holders; or (cix) It shall not be necessary for release any Guarantor from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture. In addition, without the consent of the Holders under this Section to approve of at least two thirds in aggregate principal amount of the particular form of any proposed Notes then outstanding, no amendment, supplement supplement, modification or waiver but it shall be sufficient if such consent approves may release all or substantially all of the substance thereof. (d) A consent to any amendment, supplement or waiver under Collateral from the Lien of this Indenture by any Holder given in connection with an exchange (in and the case of an exchange offer) Collateral Documents unless the sale, release or a tender (in the case of a tender offer) transfer of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) Collateral is otherwise permitted under the terms of this Indenture. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure Upon the written request of the Issuer to mail such noticeCompany, or any defect therein, shall not, however, in any way impair or affect accompanied by a Board Resolution authorizing the validity execution of any such supplemental indenture or supplemental agreement, and upon the receipt by the Trustee and the Collateral Trustee of evidence reasonably satisfactory to the Trustee and the Collateral Trustee of the consent of the Holders as aforesaid and upon receipt by the Trustee and the Collateral Trustee of the documents described in Section 9.05, the Trustee and the Collateral Trustee shall join with the Company and any Guarantors in the execution of such supplemental indenture or supplemental agreement unless such supplemental indenture or supplemental agreement affects the Trustee’s or the Collateral Trustee’s own rights, duties or immunities under this Indenture and other Priority Lien Documents, in which case the Trustee or the Collateral Trustee, as the case may be, may, but shall not be obligated to, enter into such supplemental indenture or supplemental agreement. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

With Consent of Holders. (a) Subject to Section 6.07The Company, with the Issuer, the Subsidiary Guarantors and -------------------------- consent of the Trustee, togethermay amend or supplement this Indenture or the Debentures without notice to any Debentureholder, but with the written consent of the Holder or Holders of at least a majority in principal amount of the outstanding Debentures. The Holders of a majority in aggregate principal amount of the outstanding Notes may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees, without notice to any other Holders. Subject to Sections 6.07, the Holder or Holders of a majority in aggregate principal amount of the outstanding Notes Debentures may waive compliance by the Company with any provision of this Indenture, the Notes Indenture or the Subsidiary Guarantees Debentures without notice to any other Holders. (b) Notwithstanding Section 9.02(a), without Debentureholder. Without the consent of each Holder Debentureholder affected, no amendment however, an amendment, supplement or waiver, including a waiver may: pursuant to Section 6.04, may not: (1i) change reduce the Stated Maturity amount of Debentures whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the rate of or extend the time for payment of interest on any Debenture (except that Holders of not less than 75% in principal amount of all outstanding Debentures may consent, on behalf of the principal ofHolders of all of the outstanding Debentures, or to the postponement of any installment of interest on, any Note; payment for a period not exceeding three years from its due date); (2iii) reduce the principal amount of, of or premium, if any, or interest on, any Note; (3) change extend the place of payment of principal of, or premium, if any, or interest on, any Note; (4) impair the right to institute suit for the enforcement fixed maturity of any payment on or after the Stated Maturity Debenture; (or, in the case of a redemption, on or after the Redemption Date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6iv) waive a default in the payment of the principal of, premium, if anyof or interest on, or interest on other redemption payment with respect to, any Debenture, (v) make any Debenture payable in money other than that stated in the Notes; Debenture; (7vi) voluntarily release a Subsidiary Guarantor make any change in Article Ten that adversely affects the rights of any Debentureholder; or (vii) make any change in Section 6.04, 6.07 or the Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04; or (9) modify or change any provisions third sentence of this Indenture affecting the ranking of the Notes or the Subsidiary Guarantees in any manner adverse to the Holders of the Notes. (c) It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) 9.02. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure It shall not be necessary for the consent of the Issuer Holders under this section to mail approve the particular form of any proposed amendment or supplement, but it shall be sufficient if such noticeconsent approved the substance thereof. Upon the request of the Company, accompanied by a resolution of the Board of Directors or any defect thereinduly authorized committee thereof, shall not, however, in any way impair or affect authorizing the validity execution of any such amendmentsupplemental indenture, supplement and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Debentureholders as aforesaid, the Trustee shall join with the Company in execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or waiverimmunities under this Indenture.

With Consent of Holders. (a) Subject to Section 6.07Sections 6.04 and 6.07 and without prior notice to the Holders, the IssuerCompany, the Subsidiary Guarantors Parent Guarantor and the TrusteeSubsidiary Guarantors, togetherwhen authorized by their Board of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture and the Notes with the written consent of the Holder or Holders of a majority in aggregate principal amount of the outstanding Notes may amend or supplement this Indenturethen outstanding, and the Notes or the Subsidiary Guarantees, without notice to any other Holders. Subject to Sections 6.07, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may waive future compliance by the Company, the Parent Guarantor or the Subsidiary Guarantors with any provision of this Indenture, the Notes Indenture or the Subsidiary Guarantees without notice to any other Holders. (b) Notes. Notwithstanding the provisions of this Section 9.02(a)9.02, without the consent of each Holder affected, no an amendment or waiver, including a waiver maypursuant to Section 6.04, may not: (1i) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (2ii) reduce the principal amount of, or premium, if any, or interest onor liquidated damages, if any, on any Note; (3iii) change the place or currency of payment of principal of, or premium, if any, or interest onor liquidated damages, if any, on any Note; (4iv) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of on any NoteNote or the Parent Guarantee or any Subsidiary Guarantee; (5v) reduce the above-stated percentages percentage or principal amount of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture or to waive compliance with certain provisions of or certain Defaults under this Indenture; (6vi) waive a default in the payment of principal of, premium, if any, or interest or liquidated damages, if any, on the Notesany Note; (7vii) voluntarily release a Subsidiary Guarantor modify any of the Notesprovisions of this Section 9.02, except as permitted by this Indenture; (8) reduce the to increase any such percentage or aggregate principal amount to provide that certain other provisions of outstanding Notes this Indenture cannot be modified or waived without the consent of whose Holders is necessary for waiver the Holder of compliance with Sections 6.02 and 6.04each outstanding Note affected thereby; or (9viii) modify release the Parent Guarantee or change any provisions Subsidiary Guarantee other than pursuant to the terms of this Indenture affecting the ranking of the Notes or the Subsidiary Guarantees in any manner adverse to the Holders of the Notes. (c) Indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver waiver, but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement supplemental indenture or waiver.

With Consent of Holders. (a) Subject to Section 6.07, the Issuer, the Subsidiary The Company and/or one or more Guarantors and the TrusteeTrustee may modify, togetheramend, waive or supplement this Indenture, the Senior Notes, the Guarantees or the Collateral Documents with the written consent of the Holder or Holders of not less than a majority in aggregate principal amount of the outstanding Notes may amend Senior Notes, provided, however, that such modification, amendment, waiver or supplement this Indenture, is consistent with the Notes or the Subsidiary Guarantees, without notice to terms of any other Holdersapplicable Collateral Documents. Subject to Sections 6.07, the Holder or The Holders of not less than a majority in aggregate principal amount of the outstanding Senior Notes may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Subsidiary Guarantees without notice Senior Notes. Subject to any other Holders. (b) Notwithstanding Section 9.02(a)8.4, without the consent of each Holder Noteholder affected, no amendment however, an amendment, supplement or waiver, including a waiver maypursuant to Section 6.4, may not: (1) change reduce the Stated Maturity amount of Senior Notes whose Holders must consent to an amendment, modification, supplement or waiver to this Indenture or the principal of, or any installment of interest on, any NoteSenior Notes; (2) reduce the principal amount of, rate of or premium, if any, or change the time for payment of interest on, on any Senior Note; (3) reduce the principal of or premium on or change the place stated maturity of payment of principal of, or premium, if any, or interest on, any Senior Note; (4) impair the right to institute suit for the enforcement of make any payment on or after the Stated Maturity (or, Senior Note payable in money other than that stated in the case Senior Note or change the place of a redemptionpayment from New York, on or after the Redemption Date) of any NoteNew York; (5) change the amount or time of any payment required by the Senior Notes or reduce the above-stated percentages premium payable upon any redemption of outstanding Notes the consent of whose Holders is necessary to modify or amend this IndentureSenior Notes; (6) waive a default in the payment of the principal of, premium, if anyor interest on, or interest on the Notesredemption payment with respect to any Senior Note; (7) voluntarily release a Subsidiary Guarantor subordinate in right of payment, or otherwise subordinate, the Senior Notes or the Guarantees to another Indebtedness or obligation of the Notes, except as permitted by this IndentureCompany or the Guarantors; (8) reduce the percentage or aggregate principal amount of outstanding Notes take any other action otherwise prohibited by this indenture to be taken without the consent of whose Holders is necessary for waiver each Holder affected thereby; (9) release all or substantially all of the Collateral from the Lien of this Indenture and the Collateral Documents (other than pursuant to an Asset Sale in compliance with Sections 6.02 and 6.04Section 4.8 hereto); or (910) modify or change any provisions of this Indenture affecting the ranking of the Notes or the Subsidiary Guarantees in any manner adverse to the Holders of the Notes. (c) It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment8.2, supplement Section 6.4 or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment6.7. After a modification, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) After an amendment, supplement or waiver under this Section 9.02 8.2 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the modification, amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such modification, amendment, supplement or waiver. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, modification, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

With Consent of Holders. (a) Subject to Section 6.07, the IssuerCompany, the Subsidiary Guarantors and the TrusteeTrustee or the Collateral Agent, as applicable, together, with the written consent of the Holder or Holders of a majority in aggregate principal amount of the then outstanding Notes (subject to Section 2.09), may amend amend, modify or supplement this Indenture, the Notes or Notes, the Subsidiary Guarantees, the Registration Rights Agreement and the Collateral Agreements without notice to any other Holders. Subject to Sections 6.07Section 6.07 and Section 2.09, the Holder or Holders of a majority in aggregate principal amount of the then outstanding Notes may waive compliance by the Company with any provision of this Indenture, the Notes Collateral Agreements or the Subsidiary Guarantees Notes without notice to any other Holders. (b) Notwithstanding Holder. However, no such amendment, modification, supplement or waiver, including a waiver pursuant to Section 9.02(a)6.04, may without the consent of of: (a) each Holder affected, no amendment or waiver mayaffected thereby,: (1) change reduce amount of Notes whose Holders must consent to an amendment, supplement, modification or waiver of any provision of this Indenture, the Stated Maturity of Notes, the principal of, Guarantees or any installment of interest on, any Notethe Collateral Agreements; (2) reduce the principal amount ofrate of or change or have the effect of changing the time for payment of interest, including defaulted interest, or premium, if any, or interest on, Additional Interest on any NoteNotes; (3) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the place date on which any Notes may be subject to redemption or reduce the redemption price therefor; (4) make any Notes payable in money other than that stated in the Notes; (5) make any change in provisions of this Indenture protecting the right of each Holder to receive payment of principal of, or premium, if any, or interest and Additional Interest, if any, on, any Note; (4) impair the right to institute suit for the enforcement of any payment such Note on or after the Stated Maturity (ordue date thereof or to bring suit to enforce such payment, in the case or permitting Holders of a redemption, on majority in principal amount of Notes to waive Defaults or after the Redemption Date) Events of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this IndentureDefault; (6) waive amend, change or modify in any material respect the obligation of the Company to make and consummate a default in Change of Control Offer after the payment occurrence of principal of, premium, if any, a Change of Control or interest on make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or modify any of the Notesprovisions or definitions with respect thereto; (7) voluntarily release a Subsidiary Guarantor subordinate the Notes or any Guarantee in right of payment to secure, any other Indebtedness of the Notes, except as permitted by this IndentureCompany or any Guarantor; (8) reduce release any Guarantor from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the percentage or aggregate principal amount terms of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04this Indenture; or (9) modify make any change to Section 9.01 or change any provisions this Section 9.02; and (b) the Holders holding at least 75% in aggregate principal amount of the Notes, release all or substantially all of the Collateral otherwise than in accordance with the terms of this Indenture affecting and the ranking of the Notes or the Subsidiary Guarantees in any manner adverse to the Holders of the Notes. (c) Collateral Agreements. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver waiver, but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiversupplemental indenture.

With Consent of Holders. (a) Subject to Section 6.07The Issuer may amend, supplement or otherwise modify the Issuer, the Subsidiary Guarantors and the Trustee, together, Notes Documents with the written consent of the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may amend (including consents obtained in connection with a purchase of, or supplement tender offer or exchange offer for, Notes) and, unless otherwise provided for in this Indenture, any default or compliance with any provisions thereof may be waived with the Notes or consent of the Subsidiary Guarantees, without notice to any other Holders. Subject to Sections 6.07, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may waive compliance (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes); provided, however, that if any provision of this Indentureamendment, the supplement or waiver will only affect the, 2021 May Notes, 2021 September Notes, 2025 Notes or 2028 Notes, only the Subsidiary Guarantees without notice to any other Holders. consent of Holders of a majority in principal amount of the then outstanding 2021 May Notes, 2021 September Notes, 2025 Notes or 2028 Notes (b) Notwithstanding Section 9.02(aand not the consent of Holders of a majority in principal amount of all Notes then outstanding), as the case may be, shall be required. However, without the consent of each Holder affectedof Notes affected (provided, no amendment however, that if any amendment, supplement or waiver maywill only affect the 2021 May Notes, 2021 September Notes, 2025 Notes or 2028 Notes only the consent of each Holder of the outstanding 2021 May Notes, 2021 September Notes, 2025 Notes or 2028 Notes (and not the consent of each Holder of Notes then outstanding), as the case may be, shall be required) (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), an amendment, supplement or waiver may not, with respect to any Notes held by a non-consenting Holder: (1) change the Stated Maturity of reduce the principal ofamount of such Notes whose Holders must consent to an amendment, waiver, supplement or any installment of interest on, any Notemodification; (2) reduce the principal amount ofstated rate of or extend the stated time for payment of interest on any such Note (other than, or premium, if any, or interest onfor the avoidance of doubt, any Notepayment pursuant to a Change of Control Offer or pursuant to Section 4.08); (3) change reduce the place of payment of principal of, or premium, if any, or interest onextend the Stated Maturity of, any such Note; (4) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case under Section 3.07 (other than, for the avoidance of doubt, any payment pursuant to a Change of Control Offer or pursuant to Section 4.08); (5) make any such Note payable in money other than that stated in such Note (except to the extent the currency stated in such Notes has been succeeded or replaced pursuant to applicable law); (6) impair the right of any Holder to receive payment of principal of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or after the Stated Maturity with respect to such Holder’s Notes (or, in the case of a redemption, on or after the Redemption Date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend it being understood that this Indenture; clause (6) waive a default in will not apply to Section 4.03 or Section 4.08 except to the payment of principal of, premium, if any, or interest on the Notesextent payments thereunder are at such time due and payable); (7) voluntarily release a Subsidiary Guarantor of the Notes, except as permitted by this Indenture[Reserved]; (8) reduce waive a Default or Event of Default with respect to the percentage nonpayment of principal, premium or interest on such Notes (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of outstanding such Notes the consent of whose Holders is necessary for and a waiver of compliance with Sections 6.02 and 6.04the payment default that resulted from such acceleration); or (9) modify make any change in the amendment or change any waiver provisions which require the Holders’ consent described in this Section 9.02(a). (b) In formulating its decision on the matters described in Section 9.02(a), the Trustee shall be entitled to require and rely absolutely on such evidence as it deems necessary, including Officer’s Certificates and Opinions of this Indenture affecting the ranking of the Notes or the Subsidiary Guarantees in any manner adverse to the Holders of the NotesCounsel. (c) It shall not be necessary for the The consent of the Holders is not necessary under this Section Indenture to approve the particular form of any proposed amendment, supplement or waiver but it shall be . It is sufficient if such consent approves the substance thereof. (d) of the proposed amendment. A consent to any amendment, supplement amendment or waiver under this Indenture by any Holder of Notes given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchangetender. (ed) After an amendment, supplement or waiver amendment under this Section 9.02 becomes effective, in the case of Holders of Definitive Notes, the Issuer shall mail to the Holders affected thereby a notice briefly describing the such amendment, supplement or waiver. Any The failure of the Issuer to mail give such noticenotice to all Holders, or any defect therein, shall not, however, in any way not impair or affect the validity of an amendment under this Section 9.02. (e) The Notes issued on the Combination Date, and any such amendmentAdditional Notes, supplement or waiverwill be treated as a single class for all purposes under this Indenture, including with respect to waivers and amendments, except as otherwise stated in this Section 9.02.

With Consent of Holders. (a) Subject to Section 6.07, the Issuer, the Subsidiary Guarantors Company and the Trustee, together, Trustee may amend this Indenture or the Notes with the written consent of the Holder or Holders of at least a majority in principal amount of the then outstanding Notes. Subject to Sections 6.04 and 6.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees, without notice to any other Holders. Subject to Sections 6.07, the Holder or Holders of a majority in aggregate principal amount of the outstanding Notes may also waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Subsidiary Guarantees without notice to any other Holders. (b) Notwithstanding Section 9.02(a)Notes. However, without the consent of each Holder Noteholder affected, no an amendment or waiver mayunder this Section may not: (1) change reduce the Stated Maturity amount of the principal of, Notes whose Holders must consent to an amendment or any installment of interest on, any Notewaiver; (2) reduce the principal amount of, rate of or premiumchange the time for payment of interest or Liquidated Damages, if any, or interest on, on any Note; (3) reduce the principal of or change the place fixed maturity of payment of principal of, any Note or premium, if any, or interest on, any Notealter the redemption provisions with respect thereto; (4) impair the right to institute suit for the enforcement of make any payment on or after the Stated Maturity (or, Note payable in money other than that stated in the case of a redemption, on or after the Redemption Date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify make any change in Section 6.04, 6.07 or amend 9.02 (this Indenture;sentence only); or (6) waive a default in the payment of the principal of, premiumor Liquidated Damages, if any, or interest on the Notes; (7) voluntarily release on, any Note. To secure a Subsidiary Guarantor of the Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04; or (9) modify or change any provisions of this Indenture affecting the ranking of the Notes or the Subsidiary Guarantees in any manner adverse to the Holders of the Notes. (c) It shall not be necessary for the consent of the Holders under this Section it shall not be necessary for the Holders to approve the particular form of any proposed amendmentamendment or waiver, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) . After an amendment, supplement amendment or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby Noteholders a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amendment or waiver.

With Consent of Holders. (a) Subject to Section 6.077.07, the IssuerIssuers, the Subsidiary Guarantors and the Trustee, together, with the written consent of the Holder or Holders of not less than a majority in aggregate principal amount of the outstanding Notes without notice to or consent from any other party to this Indenture may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees, without notice to any other Holders. Subject to Sections 6.077.07, the Holder or Holders of not less than a majority in aggregate principal amount of the outstanding Notes may waive compliance with any provision of this Indenture, the Notes or the Subsidiary Guarantees without notice to any other Holders. (b) Notwithstanding Section 9.02(a10.02(a), without the consent of each Holder affected, no amendment or waiver may: (1) change the Stated Maturity of the principal of, or any installment of interest (or Additional Amounts, if any) on, any Note; (2) reduce the principal amount of, or premium, if any, or interest on, any Note or make the Notes payable in money other than stated in the Note; (3) change the place of payment of principal of, or premium, if any, or interest on, any Note; (4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6) waive a default in the payment of principal of, premium, if any, or interest (or Additional Amounts, if any) on the NotesNotes (except a rescission of the declaration of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and a waiver of the payment default that resulted from such acceleration, so long as all other existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest (or Additional Amounts, if any) on the Notes that have become due solely by such declaration of acceleration, have been cured or waived); (7) voluntarily release a Subsidiary Guarantor of the Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 7.02 and 6.047.04; or (9) modify or change any provisions of this Indenture affecting the ranking of the Notes as to right of payment or the Subsidiary Guarantees thereof in any manner adverse to the Holders of the NotesHolders. (c) It shall not be necessary for the consent of the Holders under this Section 10.02 to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will shall not be rendered invalid by such tender or exchange. (e) After an amendment, supplement or waiver under this Section 9.02 10.02 becomes effective, the Issuer Issuers shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Issuers to mail give such noticenotice to all Holders, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders. (a) Subject to Section 6.07, the Issuer, the Subsidiary Guarantors The Company and the Trustee, together, Trustee may modify or supplement this Indenture or the Notes with the written consent of the Holder or Holders of not less than a majority in aggregate principal amount of the outstanding Notes may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees, without notice to any other HoldersNoteholder. Subject to Sections 6.07, the Holder or The Holders of not less than a majority in aggregate principal amount of the outstanding Notes may waive compliance in a particular instance by the Company with any provision of this Indenture, Indenture or the Notes or the Subsidiary Guarantees without notice to any other Holders. (b) Notwithstanding Noteholder. Subject to Section 9.02(a)8.04, without the consent of each Holder Noteholder affected, no amendment however, an amendment, supplement or waiver, including a waiver maypursuant to Section 6.04, may not: (1) change reduce the Stated Maturity amount of Notes whose Holders must consent to an amendment, supplement or waiver to this Indenture or the principal of, or any installment of interest on, any NoteNotes; (2) reduce the principal amount of, rate of or premium, if any, or change the time for payment of interest on, on any Note; (3) reduce the principal of or premium on or change the place stated maturity of payment of principal of, or premium, if any, or interest on, any Note; (4) impair the right to institute suit for the enforcement of make any payment on or after the Stated Maturity (or, Note payable in money other than that stated in the case of a redemptionNote or change the place the note may be presented for payment from New York, on or after the Redemption Date) of any NoteNew York; (5) change the amount or time of any payment required by the Notes or reduce the above-stated percentages premium payable upon any redemption of outstanding the Notes in accordance with Section 3.07 hereof, or change the consent of whose Holders is necessary to modify or amend this Indenturetime before which no such redemption may be made; (6) waive a default in the payment of the principal of, premium, if anyor interest on, or interest on redemption payment with respect to, any Note (including any obligation to make a Change of Control Offer or, after the NotesCompany's obligation to purchase Notes arises thereunder, an Excess Proceeds Offer or modify any of the provisions or definitions with respect to such offers); (7) voluntarily release a Subsidiary Guarantor make any changes in Sections 6.04 or 6.07 hereof or this sentence of the Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04Section 8.02; or (9) modify or change any provisions of this Indenture affecting 8) affect the ranking of the Notes or the Subsidiary Guarantees in any a manner adverse to the Holders. After an amendment, supplement or waiver under this Section 8.02 becomes effective, the Company shall mail to the Holders a notice briefly describing the amendment, supplement or waiver. Upon the request of the Notes. (c) Company, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Noteholders as aforesaid and upon receipt by the Trustee of the documents described in Section 8.06 hereof, 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, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver waiver, but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders. (a) Subject to Section 6.07, the Issuer, the Subsidiary Guarantors The Company and the Trustee, together, Trustee may amend this Indenture or the Securities with the written consent of the Holder or Holders of at least a majority in principal amount of the then outstanding Securities. The Holders of a majority in principal of the then outstanding Securities may also waive any existing default or compliance with any provision of this Indenture or the Securities. Notwithstanding the foregoing, unless Holders of at least 80% of the principal amount of the then outstanding Securities consent, an amendment or waiver under this Section may not (with respect to any Security held by a nonconsenting Holder): (1) reduce the aggregate principal amount of Securities whose Holders must consent to an amendments, supplement or waiver; (2) reduce the principal of or change the fixed maturity of any Security or alter the redemption provisions or the price at which the Company shall offer to redeem such Security pursuant to Section 3.1; (3) reduce the rate of or change the time for payment of interest, including default interest, on any Security (other than upon renewal of a Security); (4) unless cured, waive a Default or Event of Default in the payment of principal of or interest on any Security (except a rescission of acceleration of the Securities by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees, without notice to any other Holders. Subject to Sections 6.07, the Holder or Holders of Securities and a majority in aggregate principal amount waiver of the outstanding Notes may waive compliance with any provision of this Indenture, the Notes or the Subsidiary Guarantees without notice to any other Holderspayment default that resulted from such acceleration). (b) Notwithstanding Section 9.02(a), without the consent of each Holder affected, no amendment or waiver may: (1) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (2) reduce the principal amount of, or premium, if any, or interest on, any Note; (3) change the place of payment of principal of, or premium, if any, or interest on, any Note; (4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note; (5) reduce make any Security payable in money other than that stated in the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this IndentureProspectus; (6) waive modify or eliminate the right of the estate of a default Holder or a Holder to cause the Company to redeem a Security upon the death or the Total Permanent Disability of a Holder pursuant to Section 3.2; provided, however, that the Company may not modify or eliminate such right, as it may be in the payment of principal of, premium, if any, or interest effect on the NotesIssue Date, of any Security which was issued with such right; (7) voluntarily release a Subsidiary Guarantor make any change in Sections 6.4 or 6.7 hereof or in this sentence of the Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04Section 9.2; or (9) modify or 8) make any change any provisions of in this Indenture affecting the ranking of the Notes or the Subsidiary Guarantees in any manner adverse to the Holders of the NotesSection 9.2(a). (cb) It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendmentamendment or waiver, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (ec) After an amendment, supplement amendment or waiver under pursuant to this Section 9.02 9.2 becomes effective, the Issuer Registrar shall mail to the Holders of each Security affected thereby a notice briefly describing the amendment, supplement amendment or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement supplemental indenture or waiver. Subject to Sections 6.4 and 6.7 hereof, the Holders of a majority in principal amount of the then outstanding Securities may waive compliance in a particular instance by the Company with any provision of this Indenture of the Securities.

With Consent of Holders. (a) Subject to Section 6.07, the IssuerIssuers, the Subsidiary Guarantors and the Trustee, together, with the written consent of the Holder or Holders of not less than a majority in aggregate principal amount of the outstanding Notes may amend or supplement this Indenture, the Notes or the Subsidiary GuaranteesGuaranties, without notice to any other Holders. Subject to Sections Section 6.07, the Holder or Holders of not less than a majority in aggregate principal amount of the outstanding Notes may waive compliance with any provision of this Indenture, the Notes or the Subsidiary Guarantees Guaranties without notice to any other Holders. (b) Notwithstanding Section 9.02(a), without the consent of each Holder affected, no amendment or waiver may: (1) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (2) reduce the principal amount of, or premium, if any, or interest on, any Note; (3) change the place of payment of principal of, or premium, if any, or interest on, any Note; (4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note; (5) reduce the above-stated percentages percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6) waive a default in the payment of principal of, premium, if any, or interest on the NotesNotes (except a rescission of the declaration of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and a waiver of the payment default that resulted from such acceleration, so long as all other existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived); (7) voluntarily release a Subsidiary Guarantor of the Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04; or (9) modify or change any provisions of this Indenture affecting the ranking of the Notes or the Subsidiary Guarantees Guaranties as to right of payment or in any manner adverse to the Holders of the NotesNotes in any material respect. (c) It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will shall not be rendered invalid by such tender or exchange. (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Parent shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Parent to mail give such noticenotice to all Holders, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. (f) Neither the Parent nor any Affiliate of the Parent may, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to all Holders and is paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.

With Consent of Holders. (a) Subject to Section 6.07, the IssuerIssuers, the Subsidiary Guarantors and the Trustee, together, with the written consent of the Holder or Holders of not less than a majority in aggregate principal amount of the outstanding Notes of each series affected by such amendment or supplement may amend or supplement this Indenture, the Notes of such series or the Subsidiary Guaranteesrelated Guaranties, without notice to any other Holders. Subject to Sections Section 6.07, the Holder or Holders of not less than a majority in aggregate principal amount of the outstanding Notes of each series affected by such amendment or supplement may waive compliance with any provision of this Indenture, the Notes of such series or the Subsidiary Guarantees related Guaranties without notice to any other Holders. (b) Notwithstanding Section 9.02(a), without the consent of each Holder affected, no amendment or waiver may: (1) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (2) reduce the principal amount of, or premium, if any, or interest on, any Note; (3) change the place of payment of principal of, or premium, if any, or interest on, any Note; (4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note; (5) reduce the above-stated percentages percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6) waive a default in the payment of principal of, premium, if any, or interest on the NotesNotes of any series (except a rescission of the declaration of acceleration of the Notes of any series by the Holders of at least a majority in aggregate principal amount of the Notes of such series then outstanding and a waiver of the payment default that resulted from such acceleration, so long as all other existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived); (7) voluntarily release a Subsidiary Guarantor of the Notesany Notes of any series, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04; or (9) modify or change any provisions of this Indenture affecting the ranking of the any Notes of any series or the Subsidiary Guarantees related Guaranties as to right of payment or in any manner adverse to the Holders of the NotesNotes of such series in any material respect. (c) It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will shall not be rendered invalid by such tender or exchange. (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Parent shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Parent to mail give such noticenotice to all Holders, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. (f) Neither the Parent nor any Affiliate of the Parent may, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or any Notes of any series unless such consideration is offered to all Holders of Notes of such series and is paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.

With Consent of Holders. (a) Subject to Section 6.07Sections 6.04 and 6.07 and without prior notice to the Holders, the IssuerCompany, when authorized by its Board of Directors (as evidenced by a Board Resolution delivered to the Subsidiary Guarantors Trustee), and the Trustee, together, Trustee may amend this Indenture and the Notes with the written consent of the Holder or Holders of a majority in aggregate principal amount at maturity of the outstanding Notes may amend or supplement this Indenturethen outstanding, and the Notes or the Subsidiary Guarantees, without notice to any other Holders. Subject to Sections 6.07, the Holder or Holders of a majority in aggregate principal amount at maturity of the Notes then outstanding Notes by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture, the Notes Indenture or the Subsidiary Guarantees without notice to any other Holders. (b) Notes. Notwithstanding the provisions of this Section 9.02(a)9.02, without the consent of each Holder affected, no an amendment or waiver, including a waiver maypursuant to Section 6.04, may not: (1i) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (2ii) reduce the principal amount or Accreted Value of, or premium, if any, or interest oninterest, on any Note; (3iii) change the place or currency of payment of principal of, or premium, if any, or interest on, any Note; (4iv) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of on any Note; (5v) reduce the above-stated percentages percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6vi) waive a default in the payment of principal of, premium, if any, or interest on on, the Notes; (7vii) voluntarily release a Subsidiary Guarantor of the Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04certain provisions of this Indenture or for waiver of certain defaults; or (9viii) modify any of the provisions of this Section 9.02, except to increase any such percentage or change any to provide that certain other provisions of this Indenture affecting cannot be modified or waived without the ranking consent of the Notes or the Subsidiary Guarantees in any manner adverse to the Holders Holder of the Notes. (c) each outstanding Note affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver waiver, but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement supplemental indenture or waiver.

With Consent of Holders. (a) Subject to Except as specified in Section 6.079.01, the IssuerCompany, when authorized by a Board Resolution, the Subsidiary Guarantors and the Trustee, together, may amend or supplement this Indenture or the Notes with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the outstanding Outstanding Notes may amend for the purpose of adding any provisions to or supplement changing in any manner or eliminating any of the provisions of this Indenture or modifying in any manner the rights of the Holders under this Indenture, and the Notes or the Subsidiary Guarantees, without notice to any other Holders. Subject to Sections 6.07, the Holder or Holders of at least a majority in aggregate principal amount of the outstanding Outstanding Notes may may, except as set forth below, waive any past Default or compliance with any provision of this Indenture; provided, the Notes or the Subsidiary Guarantees without notice to any other Holders. (b) Notwithstanding Section 9.02(a)however, that, without the consent of each Holder affected, no an amendment or waiver maymay not: (1i) reduce the principal amount of or change the Stated Maturity of any payment on any Note; (ii) reduce the rate of any interest on any Note; (iii) reduce the amount payable upon the redemption of any Note or change the time at which any Note may be redeemed; (iv) change the currency for payment of principal of, or interest or any installment of interest Additional Amounts on, any Note; (2) reduce the principal amount of, or premium, if any, or interest on, any Note; (3) change the place of payment of principal of, or premium, if any, or interest on, any Note; (4v) impair the right to institute suit for the enforcement of any right to payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of with respect to any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6vi) waive a default Default or Event of Default in the payment of principal of, premium, if any, or of and interest on the Notes; (7vii) voluntarily release a Subsidiary Guarantor reduce the principal amount of the NotesNotes whose Holders must consent to any amendment, except as permitted by this Indenturesupplement or waiver; (8) reduce the percentage or aggregate principal amount viii) make any change in this first paragraph of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04; orthis Section 9.02; (9ix) modify or change any provisions provision of this the Indenture affecting the ranking of the Notes or the Subsidiary Guarantees any Note Guaranty in any a manner adverse to the Holders of the Notes.; or (cx) make any change in any Note Guaranty that would adversely affect the Noteholders. provided that the provisions of the covenants described in Section 4.11 may, except as provided above, be amended or waived with the consent of Holders holding not less than 66 2/3% in aggregate principal amount of the Notes. Upon the written request of the Company, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.05 hereof, the Trustee shall join with the Company and the Guarantors in the execution of such supplemental indenture but the Trustee shall not be obligated to enter into any such supplemental indenture which affects its own rights, duties or immunities under this Indenture or otherwise. The Company shall mail to Holders prior written notice of any amendment or waiver proposed to be adopted under this Section 9.02. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendmentamendment or waiver, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) . After an amendment, supplement amendment or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement such amendment or waiver. Any The failure of the Issuer to mail give such noticenotice to all Holders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such an amendment or waiver under this Section 9.02. Each Guarantor must consent to the amendment, supplement or waiverwaiver under this Section 9.02.

With Consent of Holders. (a) Subject to Section 6.07, the IssuerCompany, the Subsidiary Guarantors and the Trustee, together, with the written consent of the Holder or Holders of a majority in aggregate principal amount of the outstanding Notes Trustee may amend or supplement this Indenture, the Notes Notes, or the Subsidiary GuaranteesGuarantees of the Notes with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes (including, without notice to any other Holders. Subject to Sections 6.07limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and the Holder or Holders of a majority in aggregate principal amount of the then outstanding Notes may also waive any existing Default or compliance with any provision of this Indenture, the Notes or the Subsidiary Guarantees of the Notes (including, without notice to any other Holders. (b) Notwithstanding Section 9.02(alimitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes); provided, however, that without the consent of each Holder affected, no an amendment or waiver may:may not (with respect to any Notes held by a non-consenting Holder): (1) change reduce the Stated Maturity percentage of the principal ofamount of Notes whose Holders must consent to an amendment, supplement or any installment of interest on, any Notewaiver; (2) reduce the principal amount ofof or change the Stated Maturity of any Note or alter the provisions, or premiumwaive any payment, if any, or interest on, with respect to the redemption of any NoteNotes; (3) reduce the rate of or change the place of time for payment of principal of, or premium, if any, or interest on, on any Note; (4) waive a Default or Event of Default in the payment of Principal of, or interest or Additional Amounts on any Note (except a rescission of acceleration of such Note by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than Euros (including defaulted interest); (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of Principal of, or interest or Additional Amounts on, the Notes; (7) release any Guarantor from any of its obligations under its Guarantee or this Indenture, except in accordance with the terms of the Guarantee or this Indenture; (8) impair the right to institute suit for the enforcement of any payment on or after with respect to the Stated Maturity (or, in Notes or the case Guarantees of a redemption, on or after the Redemption Date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (79) voluntarily release a Subsidiary Guarantor amend or modify any of the Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04; or (9) modify or change any provisions of this Indenture affecting the ranking or any Guarantee of the Notes or the Subsidiary Guarantees in any a manner material and adverse to the Holders of the Notes.Notes except (a) in accordance with the terms of this Indenture or such Guarantee or (b) as permitted by Section 9.01; (c10) make any change to this Section 9.02; or (11) except as otherwise permitted under Article 5 or Section 10.11, consent to the assignment or transfer by OI Group, the Company or any Guarantor of any of their rights or obligations under this Indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendmentamendment or waiver, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to . After any amendment, supplement or waiver amendment under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail provide to the Holders affected thereby a notice briefly describing the any such amendment, supplement or waiver. Any failure of the Issuer Company to mail provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement supplemental indenture or waiver. The Company shall provide supplemental indentures to Holders upon request.

With Consent of Holders. (a) Subject to Section 6.07Sections 6.04 and 6.07 and without prior notice to the Holders, the IssuerCompany, when authorized by its Board of Directors (as evidenced by a Board Resolution delivered to the Trustee), and the Trustee may amend this Indenture, the Subsidiary Guarantors Pledge Agreement and the Trustee, together, Notes with the written consent of the Holder or Holders of not less than a majority in aggregate principal amount of the Notes then outstanding, and the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees, without by written notice to any other Holders. Subject to Sections 6.07, the Holder or Holders of a majority in aggregate principal amount of the outstanding Notes Trustee may waive future compliance by the Company with any provision of this Indenture, the Notes Pledge Agreement or the Subsidiary Guarantees without notice to any other Holders. (b) Notes. Notwithstanding the provisions of this Section 9.02(a)9.02, without the consent of each Holder affected, no an amendment or waiver, including a waiver maypursuant to Section 6.04, may not: (1i) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (2ii) reduce the principal amount of, premium, if any, or interest on any Note; (iii) change any place or currency of payment of principal of, premium, if any, or interest on, any Note; (3) change the place of payment of principal of, or premium, if any, or interest on, any Note; (4iv) impair the right of such Holder to institute suit for the enforcement of any payment of principal, premium or interest on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note; (5v) reduce the above-stated percentages percentage or principal amount of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture or to waive compliance with certain provisions of or certain Defaults under this Indenture; (6vi) waive a default in the payment of principal of, premium, if any, or interest on the Noteson, any Note; (7vii) voluntarily modify the Pledge Agreement to release a Subsidiary Guarantor of any collateral subject to the Notes, except Pledge Agreement (other than as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04contemplated thereby); or (9viii) modify any of the provisions of this Section 9.02, except to increase any such percentage or change any to provide that certain other provisions of this Indenture affecting cannot be modified or waived without the ranking consent of the Notes or the Subsidiary Guarantees in any manner adverse to the Holders Holder of the Notes. (c) each outstanding Note affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver waiver, but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement supplemental indenture or waiver.

With Consent of Holders. Except as provided in Section 9.01 (a“Without Consent of Holders”) Subject to Section 6.07and in this Section, this Indenture or the Issuer, the Subsidiary Guarantors and the Trustee, together, other Indenture Documents may be amended or supplemented with the written consent of the Holder Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing Default or Event of Default or compliance with any provision of this Indenture or the other Indenture Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.08 (“Outstanding Notes”) and Section 2.09 (“Treasury Notes”) hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Without the consent of each Holder affected, an amendment, supplement or waiver may amend not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or supplement this Indenture, waiver; (2) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the purchase or redemption of the Notes (other than provisions relating to the covenants described above under Sections 3.07 (“Optional Redemption”), 3.08 (“Optional Redemption for Changes in Withholding Taxes”), 3.09 (“Mandatory Redemption Upon Event of Loss of a Vessel”), 4.17 (“Offer to Repurchase Upon a Change of Control”) and 4.18 (“Asset Sales”)); (3) reduce the rate of or change the Subsidiary Guaranteestime for payment of interest on any Note; (4) waive a Default or Event of Default in the payment of principal of, without notice to any other Holders. Subject to Sections 6.07interest, or premium, if any, on the Holder or Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes may waive compliance with and a waiver of the Payment Default that resulted from such acceleration); (5) make any provision Note payable in money other than that stated in the Notes; (6) make any change in the provisions of this Indenture, the Notes Indenture relating to waivers of past Defaults or the Subsidiary Guarantees without notice rights of Holders to any other Holders. (b) Notwithstanding Section 9.02(a), without the consent receive payments of each Holder affected, no amendment or waiver may: (1) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (2) reduce the principal amount ofinterest, or premium, if any, or interest on, any Note; (3) change the place of payment of principal of, or premium, if any, or interest on, any Note; (4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (7) voluntarily release waive a Subsidiary Guarantor redemption or repurchase payment with respect to any Note (other than a payment required by one of the Notescovenants described above under Sections 3.07 (“Optional Redemption”), except as permitted by this IndentureSection 3.09 (“Mandatory Redemption Upon Event of Loss of a Vessel”), 4.17 (“Offer to Repurchase Upon a Change of Control”) and 4.18 (“Asset Sales”)); (8) reduce release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the percentage or aggregate principal amount terms of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04Indenture; or (9) modify or make any change any provisions of this Indenture affecting in the ranking of the Notes or the Subsidiary Guarantees in any manner adverse to the Holders of the Notes. (c) It shall not be necessary for preceding amendment and waiver provisions. In addition, the consent of Holders representing at least two-thirds of outstanding Notes will be required to release all or substantially all of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under Collateral otherwise than in accordance with this Indenture by any Holder given in connection with an exchange (in and the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchangeCollateral Agreements. (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders. (a) Subject to Section 6.07Sections 6.04 and 6.07 and without prior notice to the Holders, the Issuer, Company and the Subsidiary Guarantors Guarantors, when authorized by their Boards of Directors (as evidenced by a Board Resolution), and the Trustee, together, Trustee may amend this Indenture and the Notes with the written consent of the Holder or Holders of a majority in aggregate principal amount of the outstanding Notes may amend or supplement this Indenturethen outstanding, and the Notes or the Subsidiary Guarantees, without notice to any other Holders. Subject to Sections 6.07, the Holder or Holders of not less than a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may waive future compliance by the Company and the Subsidiary Guarantors or any other Restricted Subsidiaries with any provision of this Indenture, the Notes Indenture or the Subsidiary Guarantees without notice to any other Holders. (b) Notwithstanding Section 9.02(a)Notes; provided, however, that no such modification, amendment or waiver may, without the consent of each affected Holder affected, no amendment or waiver may:(with respect to any Notes held by a non-consenting Holder): (1) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (2) reduce the principal amount of, or interest or premium, if any, or interest on, on any Note; (3) change the place or currency of payment of principal of, or interest or premium, if any, or interest on, on any Note; (4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of on any NoteNote or any Subsidiary Guarantee; (5) reduce the above-stated percentages percentage of outstanding Notes Notes, the consent of whose Holders is necessary to modify or amend this IndentureIndenture or the Notes, waive future compliance with any provision of this Indenture or the Notes or waive past Defaults; (6) waive a default in the payment of principal of, or interest or premium, if any, or interest on the Notes;; or (7) voluntarily release a any Subsidiary Guarantor Guarantee other than pursuant to the terms of the Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04; or (9) modify or change any provisions of this Indenture affecting the ranking of the Notes or the Subsidiary Guarantees in any manner adverse to the Holders of the Notes. (c) . It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver waiver, but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement supplemental indenture or waiver.

With Consent of Holders. (a) Subject to Section 6.07, the IssuerIssuers, the Subsidiary Guarantors and the Trustee, together, with the written consent of the Holder or Holders of not less than a majority in aggregate principal amount of the outstanding Notes may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees, without notice to any other Holders. Subject to Sections 6.07, the Holder or Holders of not less than a majority in aggregate principal amount of the outstanding Notes may waive compliance with any provision of this Indenture, the Notes or the Subsidiary Guarantees without notice to any other Holders. (b) Notwithstanding Section 9.02(a), without the consent of each Holder affected, no amendment or waiver may: (1) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (2) reduce the principal amount of, or premium, if any, or interest on, any Note; (3) change the place of payment of principal of, or premium, if any, or interest on, any Note; (4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6) waive a default in the payment of principal of, premium, if any, or interest on the NotesNotes (except a rescission of the declaration of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and a waiver of the payment default that resulted from such acceleration, so long as all other existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived); (7) voluntarily release a Subsidiary Guarantor of the Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04; or (9) modify or change any provisions of this Indenture affecting the ranking of the Notes as to right of payment or the Subsidiary Guarantees thereof in any manner adverse to the Holders of the Notes. (c) It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will shall not be rendered invalid by such tender or exchange. (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Issuers shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Issuers to mail give such noticenotice to all Holders, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders. (a) Subject to Section 6.075.7, the IssuerIssuers, the Subsidiary Guarantors and the Trustee, together, with the written consent of the Holder or Holders of not less than a majority in aggregate principal amount of the outstanding Notes may amend or supplement this Indenture, the Notes or the Subsidiary GuaranteesGuaranties, without notice to any other Holders. Subject to Sections 6.075.7, the Holder or Holders of not less than a majority in aggregate principal amount of the outstanding Notes may waive compliance with any provision of this Indenture, the Notes or the Subsidiary Guarantees Guaranties without notice to any other Holders. (b) Notwithstanding Section 9.02(a9.2(a), without the consent of each Holder affected, no amendment or waiver may: (1) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (2) reduce the principal amount of, or premium, if any, or interest on, any Note; (3) change the place of payment of principal of, or premium, if any, or interest on, any Note; (4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6) waive a default in the payment of principal of, premium, if any, or interest on the NotesNotes (except a rescission of the declaration of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and a waiver of the payment default that resulted from such acceleration, so long as all other existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived); (7) voluntarily release a Subsidiary Guarantor of the Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 5.2 and 6.045.4; or (9) modify or change any provisions of this Indenture affecting the ranking of the Notes as to right of payment or the Subsidiary Guarantees Guaranties in any manner adverse to the Holders of the Notes. (c) It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will shall not be rendered invalid by such tender or exchange. (e) After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Issuer Parent shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Parent to mail give such noticenotice to all Holders, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. (f) Neither the Parent nor any Affiliate of the Parent may, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to all Holders and is paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.

With Consent of Holders. (a) Subject to Section 6.07Sections 6.04 and 6.07 and without prior notice to the Holders, the Issuer, Company and the Subsidiary Guarantors Guarantors, when authorized by their Boards of Directors (as evidenced by a Board Resolution), and the Trustee, togetherand if, applicable, the Collateral Agent may amend this Indenture, the Notes, the Subsidiary Guarantees, the Collateral Documents and the Intercreditor Agreement (upon the Trustee’s receipt of an Officers’ Certificate and Opinion of Counsel confirming compliance of such modification or amendment with the requirements of this Indenture) with the written consent of the Holder or Holders of a majority in aggregate principal amount of the outstanding Notes may amend or supplement this Indenturethen outstanding, and the Notes or the Subsidiary Guarantees, without notice to any other Holders. Subject to Sections 6.07, the Holder or Holders of not less than a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may waive future compliance by the Company and the Subsidiary Guarantors or any other Restricted Subsidiaries with any provision of this Indenture, the Notes Indenture or the Subsidiary Guarantees without notice to any other Holders. (b) Notwithstanding Section 9.02(a)Notes; provided, however, that no such modification, amendment or waiver may, without the consent of each affected Holder affected, no amendment or waiver may:(with respect to any Notes held by a non-consenting Holder): (1) change the Stated Maturity of the principal of, or any installment of interest on, any Note or alter the provisions with respect to the redemption of the Notes described under Section 3.01; provided, however, that any modification or amendment of Section 4.10 and Section 4.11 occurring prior to any obligation of the Company to purchase Notes arising thereunder shall not be deemed to change the Stated Maturity of the principal of, or any installment of interest on, any Note; (2) reduce the principal amount of, or interest or premium, if any, or interest on, on any Note; (3) change the place or currency of payment of principal of, or interest or premium, if any, or interest on, on any Note; (4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of on any NoteNote or any Subsidiary Guarantee; (5) reduce the above-stated percentages percentage of outstanding Notes Notes, the consent of whose Holders is necessary to modify or amend this IndentureIndenture or the Notes, waive future compliance with any provision of this Indenture or the Notes or waive past Defaults; (6) waive a default in the payment of principal of, or interest or premium, if any, or interest on the Notes;; or (7) voluntarily release a any Subsidiary Guarantor Guarantee other than pursuant to the terms of this Indenture. (b) In addition, any amendment to, or waiver of, the provisions of this Indenture, any Collateral Document or the Intercreditor Agreement that has the effect of releasing all or substantially all of the Notes, except as permitted by this Indenture; (8) reduce Collateral from the percentage or Liens securing the Notes shall require the consent of the Holders of at least 662/3% in aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04; or (9) modify or change any provisions of this Indenture affecting the ranking of the Notes or the Subsidiary Guarantees in any manner adverse to the Holders of the Notesthen outstanding. (c) It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver waiver, but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) After an amendment, supplement or waiver under this Section 9.02 Article Nine becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company shall mail supplemental indentures to Holders upon request. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement supplemental indenture or waiver.

With Consent of Holders. (a) Subject to Section 6.07The Issuer, Xxxxxx Xxxxx, the Issuer, the Subsidiary other Guarantors and the TrusteeTrustee may modify, togetheramend, waive or supplement this Indenture or the Notes with the written consent of the Holder or Holders of not less than a majority in aggregate principal amount of the outstanding Notes may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees, without notice to any other HoldersNoteholder. Subject to Sections 6.07, the Holder or The Holders of not less than a majority in aggregate principal amount of the outstanding Notes may waive compliance in a particular instance by the Issuer or Xxxxxx Xxxxx with any provision of this Indenture, Indenture or the Notes or the Subsidiary Guarantees without notice to any other Holders. (b) Notwithstanding Noteholder. Subject to Section 9.02(a)8.4, without the consent of each Holder Noteholder affected, no amendment however, an amendment, supplement or waiver, including a waiver maypursuant to Section 6.4, may not: (1) change reduce the Stated Maturity amount of Notes whose Holders must consent to an amendment, modification, supplement or waiver to this Indenture or the principal of, or any installment of interest on, any NoteNotes; (2) reduce the principal amount of, rate of or premium, if any, or change the time for payment of interest on, on any Note; (3) reduce the principal of or premium on or change the place stated maturity of payment of principal of, or premium, if any, or interest on, any Note; (4) impair the right to institute suit for the enforcement of make any payment on or after the Stated Maturity (or, Note payable in money other than that stated in the case Note or change the place of a redemptionpayment from New York, on or after the Redemption Date) of any NoteNew York; (5) change the amount or time of any payment required by the Notes or reduce the above-stated percentages premium payable upon any redemption of outstanding the Notes in accordance with Section 3.7 hereof, or change the consent of whose Holders is necessary to modify or amend this Indenturetime before which no such redemption may be made; (6) waive a default in the payment of the principal of, premium, if anyor interest on, or interest on redemption payment with respect to, any Note (including any obligation to make a Change of Control Offer or, after the NotesIssuer's obligation to purchase Notes arises thereunder, an Excess Proceeds Offer or modify any of the provisions or definitions with respect to such offers); (7) voluntarily release a Subsidiary Guarantor make any changes in Sections 6.4 or 6.7 hereof or this sentence of the Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04Section 8.2; or (9) modify or change any provisions of this Indenture affecting 8) affect the ranking of the Notes or the Subsidiary Guarantees in any a manner adverse to the Holders of the Notes. (c) It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendmentHolders. After a modification, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) After an amendment, supplement or waiver under this Section 9.02 8.2 becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the modification, amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such modification, amendment, supplement or waiver. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, modification, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

With Consent of Holders. (a) Subject to Section 6.076.07 and subsections (b) and (c) below, the IssuerPublishing and each Guarantor, the Subsidiary Guarantors when authorized by Board Resolutions of each, and the Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the outstanding Notes Senior Notes, may amend or supplement this Indenture, the Senior Notes or the Subsidiary Guaranteesany Collateral Agreement, without notice to any other HoldersSecurityholders. Subject to Sections 6.02 and 6.07, the Holder or Holders of a majority in aggregate principal amount of the outstanding Senior Notes may waive compliance by Publishing with any provision of this Indenture, the Senior Notes or the Subsidiary Guarantees any Collateral Agreement without notice to any other HoldersHolder. (b) Notwithstanding Section 9.02(a)subsection (a) above, and subject to subsection (c) below, without the consent of each Holder affected, however, no amendment amendment, supplement or waiver, including a waiver may:pursuant to Section 6.04, may (with respect to any Senior Notes held by a non-consenting Holder of Senior Notes): (1) change the Stated Maturity of reduce the principal ofamount of Senior Notes whose Holders must consent to an amendment, supplement or waiver of any installment provision of interest on, any Notethis Indenture or the Senior Notes; (2) reduce the principal amount ofof or change the fixed maturity of any Senior Note or alter the provisions with respect to the redemption of Senior Notes pursuant to Article Three of this Indenture or alter the provisions, including the purchase price payable, with respect to repurchases or redemptions of the Senior Notes pursuant to Section 4.17 or 4.18 hereof; (including, without limitation, altering the definitions of the terms "Asset Sale" and "Change of Control" or, as used within such Sections or such definitions, altering the definitions of other defined terms); (3) reduce the rate of or change the time for payment of interest, including default interest, on any Senior Note; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Senior Notes or that resulted from a failure to comply with Section 4.17 or 4.18 hereof (except a rescission of acceleration of the Senior Notes by the Holders of at least a majority in aggregate principal amount of the Senior Notes and a waiver of the payment default that resulted from such acceleration); (5) make the principal of, or the interest on, any Senior Note payable in any manner other than that stated in this Indenture and the Senior Notes on the Issue Date; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Senior Notes to receive payments of principal of or interest on the Senior Notes; (7) waive a redemption payment with respect to any Senior Note; (3) change 8) alter the place ranking of payment the Senior Notes relative to other Indebtedness of principal of, Publishing or premium, if any, or interest on, any Notethe Guarantors; (49) make any change in the amendment and waiver provisions of this Indenture, the Senior Notes or any Collateral Agreement; (10) impair the right of any Holder to institute receive payment of principal of and interest on such Holder's Senior Notes on or after the due dates therefor or xx xxstitute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary with respect to modify or amend this Indenture; (6) waive a default in the payment of principal of, premium, if any, or interest on the such Holder's Senior Notes; (711) voluntarily release a Subsidiary Guarantor any Collateral from the Lien xx xxx Collateral Agreements except in accordance with terms thereof and the terms of this Indenture, or amend the terms thereof or the terms of the Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04Indenture relating to such release; or (912) modify or change release any provisions of this Indenture affecting the ranking of the Notes or the Subsidiary Guarantees in any manner adverse to the Holders of the NotesGuarantor from its Guarantee, except as provided herein. (c) It shall not be necessary for Subject to Section 6.07, Publishing and each Guarantor, when authorized by Board Resolutions of each, and the Trustee, together, with the written consent of the Holder or Holders of at least 662/3% in aggregate principal amount of the outstanding Senior Notes, may, notwithstanding subsection (b)(11) above, release Collateral from the Lien of the Collateral Agreements on one or more occasions, if (1) the fair market value of such Collateral being released is determined by the Board of Directors of Parent pursuant to a Board Resolution and an Independent Financial Advisor, (2) the maximum total aggregate fair market value of all Collateral released under this Section to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.9.02

With Consent of Holders. (a) Subject to Section 6.07, the Issuer, the Subsidiary Guarantors Issuer and the Trustee, together, with the written consent (which may include consents obtained in connection with a tender offer or exchange offer for Notes) of the Holder or Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes may amend or supplement this Indenture, the Notes or the Subsidiary Note Guarantees, without notice to any other Holders. Subject to Sections Section 6.07, the Holder or Holders of a majority in aggregate principal amount of the outstanding Notes may waive compliance with any provision of this Indenture, the Notes or the Subsidiary Note Guarantees without notice to any other Holders.; (b) Notwithstanding Section 9.02(a), without the consent of each Holder affected, no amendment or waiver may: (1) reduce, or change the Stated Maturity maturity, of the principal of, or any installment of interest on, any Note; (2) reduce the principal amount of, rate of or premium, if any, or extend the time for payment of interest on, on any Note; (3) reduce any premium payable upon optional redemption of the Notes, or change the place of payment of principal ofdate on, or premiumthe circumstances under, which any Notes are subject to redemption (other than provisions of Section 4.09 and Section 4.17, except that if anya Change of Control has occurred, no amendment or interest on, any Noteother modification of the obligation of the Issuer to make a Change of Control Offer relating to such Change of Control shall be made without the consent of each Holder of the Notes affected); (4) make any Note payable in money or currency other than that stated in the Notes; (5) modify or change any provision of this Indenture or the related definitions affecting the ranking of the Notes or any Note Guarantee in a manner that adversely affects the Holders; (6) reduce the percentage of Holders necessary to consent to an amendment or waiver to this Indenture or the Notes; (7) waive a default in the payment of principal of or premium or interest on any Notes (except a rescission of acceleration of the Notes by the Holders thereof as provided in this Indenture and a waiver of the payment default that resulted from such acceleration); (8) 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 payment on or after the Stated Maturity (Notes; or, in the case of a redemption, on or after the Redemption Date) of any Note; (59) reduce the above-stated percentages release any Guarantor that is a Significant Subsidiary from any of outstanding Notes the consent of whose Holders is necessary to modify its obligations under its Note Guarantee or amend this Indenture; (6) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (7) voluntarily release a Subsidiary Guarantor of the Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04; or (10) make any change in Section 9.01 or 9) modify or change any provisions of this Indenture affecting the ranking of the Notes or the Subsidiary Guarantees in any manner adverse to the Holders of the Notes. (c) It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders. (a) Subject to Section 6.07Sections 6.04 and 6.07 and without prior notice to the Holders, the IssuerCompany, the Subsidiary Guarantors when authorized by its Board of Directors (as evidenced by a Board Resolution delivered to the Trustee), and the TrusteeTrustee may amend this Indenture, together, the Note Guarantees and the Notes with the written consent of the Holder or Holders of a majority in aggregate principal amount of the outstanding Notes may amend or supplement this Indenturethen outstanding, and the Notes or the Subsidiary Guarantees, without notice to any other Holders. Subject to Sections 6.07, the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture, the Notes Note Guarantees or the Subsidiary Guarantees without notice to any other Holders. (b) Notes. Notwithstanding the provisions of this Section 9.02(a)9.02, without the consent of each Holder affected, no an amendment or waiver, including a waiver maypursuant to Section 6.04, may not: (1) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (2) reduce the principal amount of, premium, if any, or interest on any Note; (3) change the optional redemption dates or optional redemption prices of the Notes from that stated in Section 3.01; (4) change any place or currency of payment of principal of, premium, if any, or interest on, any Note; (3) change the place of payment of principal of, or premium, if any, or interest on, any Note; (45) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of on any Note; (56) reduce the above-stated percentages percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture or to waive compliance with certain provisions of or certain Defaults under this Indenture; (67) release any Subsidiary Guarantor from its Note Guarantee, other than in accordance with the terms of this Indenture; (8) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (7) voluntarily release a Subsidiary Guarantor of the Noteson, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04any Note; or (9) modify any of the provisions of this Section 9.02, except to increase any such percentage or change any to provide that certain other provisions of this Indenture affecting cannot be modified or waived without the ranking consent of the Notes or the Subsidiary Guarantees in any manner adverse to the Holders Holder of the Notes. (c) each outstanding Note affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver waiver, but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement supplemental indenture or waiver.

With Consent of Holders. (a) Subject to Section 6.07, the Issuer, the Subsidiary The Company and/or one or more Guarantors and the TrusteeTrustee may modify, togetherwaive, amend or supplement this Indenture, the Notes, the Guarantees or the Security Documents (subject to any amendment provisions contained therein) with the written consent of the Holder or Holders of not less than a majority in aggregate principal amount of the outstanding Notes may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees, without notice to any other HoldersNotes. Subject to Sections 6.07, the Holder or The Holders of not less than a majority in aggregate principal amount of the outstanding Notes may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Subsidiary Guarantees without notice Notes. Subject to any other Holders. (b) Notwithstanding Section 9.02(a)8.4, without the consent of each Holder Noteholder affected, no amendment however, an amendment, supplement or waiver, including a waiver maypursuant to Section 6.4, may not: (1) change the Stated Maturity of reduce the principal ofamount of Notes whose Holders must consent to an amendment, modification, supplement or any installment waiver (for compliance with certain provisions of interest on, any Notethis Indenture or certain defaults hereunder and their consequences) to this Indenture or the Notes; (2) reduce the principal amount rate of or change the time for, or manner of, or premium, if any, or payment of interest on, on any Note; (3) reduce the principal of or premium on or change the place stated maturity of payment of principal of, or premium, if any, or interest on, any Note; (4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6) waive a default in the payment of the principal of, premium, if any, or interest on on, or redemption payment with respect to any Note; (5) change the Notesamount or time of any payment required by the Note or waive a redemption payment with respect to any Note (other than a payment required pursuant to Sections 4.12 and 4.27); (6) make any Note payable in money other than that stated in the Note or change the place of payment from New York, New York; (7) voluntarily release a Subsidiary Guarantor subordinate in right of payment, or otherwise subordinate, the Notes or the Guarantees to another Indebtedness or obligation of the Notes, except as permitted by this IndentureCompany or the Guarantors other than Designated Senior Debt; (8) reduce release all or substantially all of the percentage Collateral from the Lien of this Indenture and the Security Documents (other than pursuant to a Disposition in compliance with Section 4.12 hereof, or aggregate principal amount upon payment in full of outstanding Notes all Obligations of the Company hereunder and under the Notes); (9) take any other action otherwise prohibited by this Indenture to be taken without the consent of whose Holders is necessary for waiver each Holder affected thereby; (10) release any Guarantor from any of compliance with Sections 6.02 and 6.04its obligations under the Guarantee, except pursuant to a transaction permitted under this Indenture; or (911) modify or change any provisions of this Indenture affecting the ranking of the Notes or the Subsidiary Guarantees in any manner adverse to the Holders of the Notes. (c) It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment8.2, supplement Section 6.4 or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment6.7. After a modification, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) After an amendment, supplement or waiver under this Section 9.02 8.2 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the modification, amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such modification, amendment, supplement or waiver. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, modification, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

With Consent of Holders. (a) Subject to Section 6.076.07 hereof, the Issuer, the Subsidiary Guarantors Company and the Trustee, together, Trustee may amend or supplement this Indenture or the Notes with the written consent of the Holder or Holders of at least a majority in principal amount of the then outstanding Notes. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees, without notice to any other Holders. Subject to Sections 6.07, the Holder or Holders of a majority in aggregate principal amount of the outstanding Notes may also waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Subsidiary Guarantees without notice to any other Holders. (b) Notwithstanding Section 9.02(a)Notes. However, without the consent of each Holder affected, no amendment an amendment, supplement or waiver mayunder this Section may not: (1a) reduce the amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the Stated Maturity fixed maturity of any Note or alter the provisions of Sections 7 and 8 of the principal of, Initial Note and Sections 6 and 7 of the Exchange Note (other than provisions relating to the covenants described under Sections 4.10 and 4.13); (c) reduce the rate of or any installment change the time for payment of interest on, on any Note; (2) reduce the principal amount of, or premium, if any, or interest on, any Note; (3) change the place of payment of principal of, or premium, if any, or interest on, any Note; (4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6d) waive a default in the payment of the principal of, premium, if any, or interest on the Notes; on, any Note (7) voluntarily release except a Subsidiary Guarantor rescission of acceleration of the Notes, except as permitted Notes by this Indenture; (8) reduce the percentage or Holders of at least a majority in aggregate principal amount of outstanding the Notes the consent of whose Holders is necessary for and a waiver of compliance the payment default that resulted from such acceleration); (e) except as contemplated by Section 10.07(e), make any Note payable in money other than that stated in the Note; (f) make any change in Section 6.04 or 6.07 hereof; (g) waive a redemption payment with Sections 6.02 and 6.04respect to any Note; or (9h) modify or make any change any in the foregoing amendment and waiver provisions of this Indenture affecting the ranking of the Notes or the Subsidiary Guarantees in any manner adverse to the Holders of the Notes. (c) It shall not be necessary for the Article 9. To secure a consent of the Holders under this Section 9.02, it shall not be necessary for the Holders to approve the particular form of any proposed amendment, supplement or waiver waiver, but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amendment or waiver.

With Consent of Holders. (a) Subject to Section 6.07, the IssuerCompany, the Subsidiary Guarantors and the Trustee, together, with the written consent of the Holder or Holders of a majority in aggregate principal amount of the outstanding Notes Trustee may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees, without notice to any other Holders. Subject to Sections 6.07, Guarantees of the Holder or Notes with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and the Holders of a majority in principal amount of the then outstanding Notes may also waive any existing Default or compliance with any provision of this Indenture, the Notes or the Subsidiary Guarantees of the Notes (including, without notice to any other Holders. (b) Notwithstanding Section 9.02(alimitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes); provided, however, that without the consent of each Holder affected, no an amendment or waiver may:may not (with respect to any Notes held by a non-consenting Holder): (1) change reduce the Stated Maturity percentage of the principal ofamount of Notes whose Holders must consent to an amendment, supplement or any installment of interest on, any Notewaiver; (2) reduce the principal amount ofof or change the Stated Maturity of any Note or alter the provisions, or premiumwaive any payment, if any, or interest on, with respect to the redemption of any NoteNotes; (3) reduce the rate of or change the place of time for payment of principal of, or premium, if any, or interest on, on any Note; (4) waive a Default or Event of Default in the payment of Principal of, or interest or premium or Additional Interest, if any, on any Note (except a rescission of acceleration of such Note by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other U.S. dollars (including defaulted interest); (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of Principal of or interest or premium or Additional Interest, if any, on the Notes; (7) release any Guarantor from any of its obligations under its Guarantee or this Indenture, except in accordance with the terms of the Guarantee or this Indenture; (8) impair the right to institute suit for the enforcement of any payment on or after with respect to the Stated Maturity (or, in Notes or the case Guarantees of a redemption, on or after the Redemption Date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (79) voluntarily release a Subsidiary Guarantor amend or modify any of the Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04; or (9) modify or change any provisions of this Indenture affecting the ranking or any Guarantee of the Notes or the Subsidiary Guarantees in any a manner material and adverse to the Holders of the Notes.Notes except (a) in accordance with the terms of this Indenture or such Guarantee or (b) as permitted by Section 9.01; (c10) make any change to this Section 9.02; (11) amend, change or modify the obligation of the Company to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with Section 4.11 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 4.10, including, in each case, amending, changing or modifying any definition relating thereto; or (12) except as otherwise permitted under Article 5 or Section 10.11, consent to the assignment or transfer by OI Group, the Company or any Guarantor of any of their rights or obligations under this Indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendmentamendment or waiver, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to . After any amendment, supplement or waiver amendment under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the any such amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement supplemental indenture or waiver. The Company shall mail supplemental indentures to Holders upon request.

With Consent of Holders. (a) Subject to Section 6.07, the Issuer, Company and the Subsidiary Guarantors Guarantors, when authorized by a Board Resolution, and the Trustee, Trustee together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the outstanding Notes Notes, may amend or supplement this Indenture, the Notes or the Subsidiary GuaranteesGuarantees and, with the consent of the Collateral Agent, the Collateral Agreements and the Intercreditor Agreement, without notice to any other Holders. Subject to Sections 6.04 and 6.07, the Holder or Holders of a majority in aggregate principal amount of the outstanding Notes may waive compliance by the Company and the applicable Subsidiaries with any provision of this Indenture, the Notes Notes, the Collateral Agreements or the Subsidiary Guarantees Intercreditor Agreement without notice to any other Holders. (b) Notwithstanding Holder, except that no amendment, supplement or waiver, including a waiver pursuant to Section 9.02(a)6.04, shall, without the consent of each Holder affected, no amendment or waiver mayof each Note affected thereby: (1) change reduce the Stated Maturity amount of Notes whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture, the principal ofNotes, the Collateral Agreements or any installment of interest on, any Notethe Intercreditor Agreement; (2) reduce the principal amount ofrate of or change or have the effect of changing the time for payment of interest, or premiumincluding default interest, if any, or interest on, on any NoteNotes (other than any advance notice requirement with respect to any redemption); (3) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the place of payment of principal of, date on which any Notes may be subject to redemption or premium, if any, or interest on, any Notereduce the redemption price therefor; (4) impair the right to institute suit for the enforcement of make any payment on or after the Stated Maturity (or, Notes payable in money other than that stated in the case of a redemption, on or after the Redemption Date) of any NoteNotes; (5) reduce make any change in provisions of this Indenture protecting the above-stated percentages right of outstanding each Holder to receive payment of principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment or permitting holders of a majority in principal amount of a class of Notes the consent to waive Defaults or Events of whose Holders is necessary to modify or amend this IndentureDefault; (6) waive after the Company's obligation to purchase Notes arises thereunder, amend, change or modify in any material respect the obligation of the Company to make and consummate a default Change of Control Offer in the payment event of principal ofa Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or, premiumafter such Change of Control has occurred or such Asset Sale has been consummated, if any, modify any of the provisions or interest on the Notesdefinitions with respect thereto; (7) voluntarily release a Subsidiary Guarantor of the Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04; or (9) modify or change any provisions provision of this Indenture or the related definitions affecting the ranking of the Notes or any Subsidiary Guarantee in a manner which adversely affects the Holders; (8) release any Subsidiary Guarantees Guarantor that is a Significant Subsidiary from any of its obligations under its Subsidiary Guarantee or this Indenture otherwise than in any manner adverse to accordance with the Holders terms of this Indenture; or (9) release all or substantially all of the Notes. (c) Collateral otherwise than in accordance with the terms of this Indenture and the Collateral Agreements. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver waiver, but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiversupplemental indenture.

With Consent of Holders. (a) Subject to Section 6.07, the The Issuer, the Subsidiary Guarantors Trustee and the Trustee, together, Collateral Trustee may amend the Note Documents without notice to any Noteholder but with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes may amend (including consents obtained in connection with a purchase of, or supplement this Indenturetender offer or exchange offer for, the Notes or the Subsidiary Guarantees, without notice to any other HoldersNotes). Subject to Sections 6.07, the Holder or Holders of a majority in aggregate principal amount of the outstanding Notes may waive compliance with any provision of this Indenture, the Notes or the Subsidiary Guarantees without notice to any other Holders. (b) Notwithstanding Section 9.02(a)However, without the consent of each Holder affectedNoteholder adversely affected thereby, no an amendment or waiver maymay not: (1a) change reduce the Stated Maturity principal amount of Notes whose Holders must consent to an amendment, waiver or modification; (b) reduce the stated rate of or extend the stated time for payment of interest on any such Note; (c) reduce the principal of, or any installment of interest onextend the Stated Maturity of, any Note; (2d) reduce the principal amount of, or premium, if any, or interest on, make any NoteNote payable in money other than U.S. Dollars; (3e) make any change to the place contractual right of any Holder of the Notes expressly set forth in this Indenture or the Notes to receive payment of principal of, of and interest on that Xxxxxx’s Notes on or premium, if any, after the due dates therefor or interest on, any Note; (4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Notewith respect to that Xxxxxx’s Notes; (5f) reduce expressly subordinate the above-stated percentages Notes to any other obligation of outstanding Notes the consent of whose Holders is necessary to modify Issuer or amend any Guarantor, except as otherwise permitted under this Indenture; (6) waive a default in the payment of principal of, premium, if any, Indenture or interest on the Notes; (7g) voluntarily release a Subsidiary Guarantor reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed, as set forth in Section 3.07 or as set forth in the Notes, except as permitted by this Indenture; (8) reduce h) make any change to any provision of Section 4.21 that would result in a reduction of the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04obligation to pay Additional Amounts; or (9i) modify release any Guarantor from any of its obligations under its Note Guaranty or change any provisions this Indenture, except in accordance with the terms of this Indenture affecting Indenture. Notwithstanding the ranking of the Notes or the Subsidiary Guarantees in any manner adverse to the Holders of the Notes. (c) It shall not be necessary for foregoing, without the consent of the Holders of at least 66-2/3% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may (A) make any change in any Second Lien Collateral Document, the Collateral Trust Agreement or the provisions in this Indenture dealing with Collateral or application of trust proceeds of the Collateral with the effect of releasing the Liens on all or substantially all of the Collateral which secure the Obligations in respect of the Notes or (B) change or alter the priority of the Liens securing the Obligations in respect of the Notes in any material portion of the Collateral in any way materially adverse, taken as a whole, to the Holders (as determined in good faith by the Company), other than, in each case, as provided under the terms of this Section Indenture, the Second Lien Collateral Documents or the Collateral Trust Agreement. The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment, supplement amendment or waiver but it shall be for amendments that do not adversely affect in any material respect the legal rights of the holders under this Indenture or the Notes. It is sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such proposed amendment, supplement or waiver.

With Consent of Holders. (a) Subject to Section 6.07, the IssuerCompany, the Subsidiary Guarantors when authorized by a Board Resolution, and the Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the outstanding Notes Notes, may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees, any Guarantee without notice to any other Holders. Subject to Sections Section 6.07, the Holder or Holders of a majority in aggregate principal amount of the outstanding Notes may waive compliance by the Company with any provision of this Indenture or the Notes without notice to any other Holder. No amendment, supplement or waiver, including a waiver pursuant to Section 6.04, shall, without the consent of each Holder of each Note affected thereby: (1) change the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture, the Notes or the Subsidiary Guarantees without notice to any other Holders. (b) Notwithstanding Section 9.02(a), without the consent of each Holder affected, no amendment or waiver may: (1) change the Stated Maturity of the principal of, or any installment of interest on, any NoteGuarantee; (2) reduce the principal amount ofrate of or change or have the effect of extending the time for payment of interest, or premiumincluding defaulted interest, if any, or interest on, on any NoteNotes; (3) change reduce the place principal amount of payment of principal of, or premium, if any, or interest on, any Note; (4) impair extend the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) Date of any Note, or alter the redemption provisions contained in Article Three or in Paragraph 6 of the Notes or the repurchase provisions contained in Sections 4.15 and 4.16 in a manner adverse to any Holder (except that provisions affecting the requirement to repurchase the Notes following a Change of Control may be amended by the Company, the Trustee and the Holders of not less than 75% in aggregate principal amount of Notes then outstanding); (5) reduce make any changes in provisions concerning waivers of Defaults or Events of Default by Holders of the above-stated percentages Notes or the rights of outstanding Notes Holders to recover the consent of whose Holders is necessary to modify or amend this Indenture; (6) waive a default in the payment of principal of, interest on, premium, if any, or redemption payment with respect to, any Note; (6) make the principal of, or the interest on, any Note payable with anything or in any manner other than as provided for in this Indenture and the Notes as in effect on the Notes;date hereof; or (7) voluntarily release a Subsidiary Guarantor of make any change to the Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04; or (9) modify or change any subordination provisions of this Indenture affecting and the ranking of the Notes or the Subsidiary Guarantees Note in any a manner adverse to the Holders of the Notes. (c) Holders. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver waiver, but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiversupplemental indenture.

With Consent of Holders. (a) Subject to Section 6.076.04, the IssuerCompany, the Subsidiary Guarantors Trustee (or the Collateral Agent, as applicable) and the Trustee, togetherSubsidiary Guarantors, with the written consent of the Holder or registered Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Notes) may amend this Indenture and may waive any past default or supplement this Indenturecompliance with any provisions (except a default in the payment of principal, the Notes premium or the Subsidiary Guarantees, without notice to any other Holdersinterest). Subject to Sections 6.07, the Holder or The Holders of not less than a majority in aggregate principal amount of the outstanding Notes may waive compliance in a particular instance by the Company or its Restricted Subsidiaries with any provision of this Indenture, the Notes Security Documents or the Subsidiary Guarantees Notes without notice to any other Holders. (b) Notwithstanding Holder. Subject to Section 9.02(a)8.04, without the consent of each Holder affectedHolder, no amendment however, an amendment, supplement or waiver, including a waiver maypursuant to Section 6.04, may not: (1) change reduce the Stated Maturity amount of Notes whose Holders must consent to an amendment or waiver to this Indenture, the principal of, Security Documents or any installment of interest on, any Notethe Notes; (2) reduce the principal amount of, rate of or premium, if any, change the time for payment of interest on any Note or amend the definitions relating to interest on, any Notein the Notes; (3) change reduce the place principal or extend the Stated Maturity of payment of principal of, or premium, if any, or interest on, any Note; (4) make any Note payable in money other than that stated in the Note; (5) impair the right of any Holder of the Notes to receive payment of principal of and interest on such Holder's Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on with respect to such Holder's Notes or after the Redemption Date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this IndentureSubsidiary Guarantee; (6) waive a default in release any Subsidiary Guarantee or release all or substantially all of the payment Collateral other than pursuant to the terms of principal of, premium, if any, this Indenture or interest on the NotesSecurity Documents; (7) voluntarily release a Subsidiary Guarantor reduce the premium payable upon the redemption of any Note or change the Notes, except as permitted by this Indenture;time at which any Note may be redeemed under Article 3 or Article 4. (8) reduce the percentage premium payable in connection with a Change of Control Offer or, at any time after a Change of Control has occurred, change the time at which the Change of Control Offer relating thereto must be made or aggregate principal amount at which the Notes must be repurchased pursuant to such Change of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04; orControl Offer; (9) modify at any time after the Company is obligated to make a Prepayment Offer with the Excess Proceeds from Asset Sales, an Event of Loss Offer with the Excess Loss Proceeds from an Event of Loss or a Principal Station Prepayment Offer with the Net Available Cash from an Asset Sale of a Principal Station, change the time at which such Prepayment Offer, Event of Loss Offer or Principal Station Prepayment Offer must be made or at which the Notes must be repurchased pursuant thereto; (10) make any provisions of this Indenture affecting change to the ranking of the Notes or the Subsidiary Guarantees in any manner adverse to Indenture that would adversely affect the Holders of the Notes.; or (c11) make any change in any Subsidiary Guarantee or Security Document that would adversely affect the Holders of the Notes. Without the consent of Holders of at least 75% in aggregate principal amount of the Notes then outstanding, no amendment may reduce for any purpose under this Indenture any required level for the Station Value Coverage Ratio or the Restricted License Subsidiary Coverage Ratio. After an amendment, supplement or waiver under this section becomes effective, the Company shall mail to the Holders a notice briefly describing the amendment, supplement or waiver; provided, however, the failure to give such notice to all Holders of the Notes, or any defect therein, will not impair or affect the validity of the amendment. Upon the request of the Company, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid and upon receipt by the Trustee of the documents described in Section 8.06 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be canceled and of no further effect. It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver waiver, but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders. (a) Subject to Section 6.07, the The Issuer, the Subsidiary Guarantors Company and the Trustee, together, Trustee may amend this Indenture and enter into amendments of the Collateral Agency Agreement and enter into amendments or consent to amendments of the Security Documents or the Notes without notice to any Holder but with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the outstanding Notes may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees, without notice to any other HoldersNotes. Subject to Sections 6.07, the Holder or Holders of a majority in aggregate principal amount of the outstanding Notes may waive compliance with any provision of this Indenture, the Notes or the Subsidiary Guarantees without notice to any other Holders. (b) Notwithstanding Section 9.02(a)However, without the consent of each Holder affected, no an amendment or waiver maymay not: (1) change reduce the Stated Maturity rate of or extend the principal of, or any installment time for payment of interest on, on any Note; (2) reduce the principal amount of, of or premium, if any, or interest on, extend the Stated Maturity of any Note; (3) reduce the premium payable upon the redemption of any Note or change the place time at which any Note may be redeemed or repurchased in accordance with Article 3, or Sections 4.07, 4.08 or 4.10 of this Indenture or Section 5 of the Notes; (4) make any Note payable in money other than that stated in the Note; (5) impair the right of any Holder to receive payment of principal of, or premium, if any, or and interest and Additional Amounts on, any Note; (4) impair such Holder's Notes on or after the right due dates thereon or to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary with respect to modify or amend this Indenture;such Holder's Notes; 57 (6) waive a default make any change in Section 6.04, 9.01 or 9.02 (a) or the payment provisions relating to amendments, modifications or waivers of principal of, premium, if any, the Security Documents or interest on the NotesCollateral Agency Agreement; (7) voluntarily release a Subsidiary Guarantor of the Notes, except as permitted by this Indenturemake any change in Section 6.07; (8) reduce modify any provisions of Articles 6 or 9, except to increase the percentage or aggregate principal amount of outstanding Notes required for such actions or to provide that other provisions of this Indenture cannot be modified or waived without the consent of whose Holders is necessary for waiver the Holder of compliance with Sections 6.02 and 6.04each outstanding Note; or (9) modify or change amend any provisions of this Indenture affecting the ranking related to amendments, modifications or waivers of the Notes Pledge Agreement, the Security Documents or the Subsidiary Guarantees in any manner adverse to the Holders of the Notes. (c) Collateral Agency Agreement. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (eb) After an amendment, supplement or waiver amendment under this Section 9.02 becomes effective, the Issuer shall mail to the Holders affected thereby Noteholders, and publish in accordance with Section 14.02, a notice briefly describing the such amendment, supplement . The failure to give such notice to all Noteholders or waiver. Any failure of the Issuer to mail publish such notice, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amendment, supplement or waiveran amendment under this Section 9.02.

With Consent of Holders. (a) Subject to Section 6.07Sections 9.01 and this 9.02, the Issuer, the Subsidiary Guarantors Guarantors, the Trustee and the TrusteeSecurity Agent, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), may amend or supplement this Indenture, the Notes or Notes, the Subsidiary Guarantees, without notice to and any other Holders. Subject to Sections 6.07Security Document, the Holder and any existing Default or Holders Event of a majority in aggregate principal amount of the outstanding Notes may waive Default or compliance with any provision of this Indenture, the Notes Notes, the Guarantees or the Subsidiary Guarantees Security Documents may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without notice to any other Holderslimitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). (b) Notwithstanding Section 9.02(a), without the consent of the Issuer and each Holder affected, no amendment an amendment, supplement or waiver may:may not (with respect to any Notes held by a non-consenting Holder): (1) change the Stated Maturity of reduce the principal ofamount of Notes whose Holders must consent to an amendment, supplement or any installment of interest on, any Notewaiver; (2) reduce the principal amount ofof or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than the number of days in advance of the redemption of Notes that notice of redemption has been given) (it being understood that this clause (2) does not apply to Section 4.09, or premium, if any, or interest on, any NoteSection 4.13(I) and Section 4.23; (3) reduce the rate of or change the place of time for payment of principal of, or premium, if any, or interest on, on any Note; (4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6) waive a default Default or Event of Default in the payment of principal of, or interest or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the then outstanding Notes in accordance with the provisions of this Indenture and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (76) voluntarily release a Subsidiary Guarantor make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, or interest or premium, if any, on the Notes, except as permitted or Additional Amounts, if any; (7) waive a redemption payment with respect to any Note (it being understood that this clause (7) does not apply to a payment required by this IndentureSection 4.09, Section 4.13(I) and Section 4.23); (8) reduce release any Guarantor from any of its obligations under its Guarantee or this Indenture, except in accordance with the percentage terms of this Indenture, the Intercreditor Agreement or aggregate principal amount any applicable Additional Intercreditor Agreement; (9) release the Lien of outstanding the Security Agent for the benefit of the Trustee and Holders with respect to Collateral having a Fair Market Value in excess of $10.0 million (other than by operation of the terms of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreements); (10) expressly subordinate in right of payment the Notes or the consent Guarantees to any other Indebtedness of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04the Issuer or any Guarantor; or (911) modify or make any change any provisions to this Section 9.02. In addition, without the consent of this Indenture affecting the ranking Issuer and Holders of at least 80% in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or the Subsidiary Guarantees tender offer or exchange offer for, Notes) an amendment, supplement or waiver may not amend, change or modify in any manner adverse to material respect the Holders obligation of the NotesIssuer to make and consummate a Collateral Sale Offer or an Event of Loss Offer, as the case may be, or modify the provisions or definitions with respect thereto. (c) It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will shall not be rendered invalid by such tender or exchange. (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall deliver electronically or mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders. (a) Subject to Section 6.078.07 hereof, the Issuer, the Subsidiary Guarantors Company and the Trustee, together, Trustee may amend or supplement this Indenture or the Notes with the written consent of the Holder or Holders of at least a majority in principal amount of the then outstanding Notes. Subject to Sections 8.04 and 8.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees, without notice to any other Holders. Subject to Sections 6.07, the Holder or Holders of a majority in aggregate principal amount of the outstanding Notes may also waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Subsidiary Guarantees without notice to any other Holders. (b) Notwithstanding Section 9.02(a)Notes. However, without the consent of each Holder affected, no amendment an amendment, supplement or waiver mayunder this Section 11.02 may not: (1a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the Stated Maturity fixed maturity of any Note or alter the provisions of Sections 7 and 8 of the principal of, Notes; (c) reduce the rate of or any installment change the time for payment of interest on, on any Note; (2) reduce the principal amount of, or premium, if any, or interest on, any Note; (3) change the place of payment of principal of, or premium, if any, or interest on, any Note; (4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6d) waive a default in the payment of the principal of, premiumor interest or Liquidated Damages, if any, or interest on the Notes; on, any Note (7) voluntarily release except a Subsidiary Guarantor rescission of acceleration of the Notes, except as permitted Notes by this Indenture; (8) reduce the percentage or Holders of at least a majority in aggregate principal amount of outstanding the Notes the consent of whose Holders is necessary for and a waiver of compliance with Sections 6.02 and 6.04; orthe payment default that resulted from such acceleration); (9e) make any Note payable in money other than that stated in the Note; (f) make any change in Section 8.04 or 8.07 hereof; (g) waive a redemption payment with respect to any Note; (h) impair the right to convert the Notes into Common Stock; (i) modify Article V or change any provisions of this Indenture affecting the ranking of the Notes or the Subsidiary Guarantees VI in any a manner adverse to the Holders of the Notes.; and (cj) It shall not be necessary for make any change in the foregoing amendment and waiver provisions of this Article XI. To secure a consent of the Holders under this Section 11.02, it shall not be necessary for the Holders to approve the particular form of any proposed amendment, supplement or waiver waiver, but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) . After an amendment, supplement or waiver under this Section 9.02 11.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amendment or waiver.

With Consent of Holders. (a) Subject to Section 6.076.04, the IssuerAlderwoods, the Subsidiary Guarantors when authorized by a Board Resolution, and the Trustee, together, Trustee may amend this Indenture or the Subordinated Notes with the written consent of the Holder or Holders of not less than a majority in aggregate principal amount of the outstanding Subordinated Notes may amend or supplement this Indenturethen outstanding, and the Notes or the Subsidiary Guarantees, without notice to any other Holders. Subject to Sections 6.07, the Holder or Holders of not less than a majority in aggregate principal amount of the Subordinated Notes then outstanding Notes by written notice to the Trustee may waive future compliance by Alderwoods with any provision of this Indenture, the Notes Indenture or the Subsidiary Guarantees without notice to any other Holders. (b) Subordinated Notes. Notwithstanding the provisions of this Section 9.02(a)9.02, without the consent of each Holder affected, no an amendment or waiver, including a waiver maypursuant to Section 9.01, may not: (1a) reduce the percentage in outstanding aggregate principal amount of Subordinated Notes the Holders of which must consent to an amendment, supplement or waiver of any provision of this Indenture or the Subordinated Notes; (b) reduce or change the Stated Maturity of the principal of, rate or any installment time for payment of interest on, on any Subordinated Note; (2c) change the currency in which any Subordinated Note, or any premium or interest thereon, is payable; (d) reduce the principal amount outstanding of or extend the fixed maturity of any Subordinated Note or alter the redemption provisions with respect thereto; (e) make the principal of, or premium, if any, or interest on, on any Subordinated Note payable in money other than that stated in the Subordinated Note; (3f) change the place of payment of principal of, modify this Section 9.02 or premium, if any, Section 6.04 or interest on, any NoteSection 6.07 or Section 9.07; (4g) amend, alter, change or modify the obligation of Alderwoods to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate the offer with respect to any Asset Sale or modify any of the provisions or definitions with respect thereto; (h) modify or change any provision of this Indenture affecting the ranking or subordination of the Subordinated Notes in a manner adverse to the Holders; (i) impair the right to institute suit for the enforcement of any payment on or after with respect to the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any NoteSubordinated Notes; (5j) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify release all or amend this Indenture; (6) waive a default in the payment of principal of, premiumsubstantially all Subsidiary Guarantors and other guarantors, if any, or interest on the Notes; (7) voluntarily release a Subsidiary Guarantor from guarantees of the Indebtedness evidenced by the Subordinated Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04; or (9k) modify or change any provisions impairing the conversion rights of this Indenture affecting the ranking of the Notes or the Subsidiary Guarantees in any manner adverse to the Holders of the Notes. (c) a Holder. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver waiver, but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Alderwoods shall mail to the Holders Holder of each Subordinated Note affected thereby thereby, with a copy to the Trustee, a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Alderwoods to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders. (a) Subject to Section 6.07, This Indenture or the Issuer, the Subsidiary Guarantors and the Trustee, together, Notes may be amended or supplemented with the written consent of the Holder Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing Default under, or compliance with any provision of each of this Indenture or the Notes may be waived (except a Default in respect of the payment of principal or interest on the Notes) with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees(including, without notice to any other Holders. Subject to Sections 6.07limitation, the Holder or Holders of a majority consents obtained in aggregate principal amount of the outstanding Notes may waive compliance connection with any provision of this Indenturepurchase of, the Notes or the Subsidiary Guarantees without notice to any other Holderstender offer or exchange offer for, Notes). (b) Notwithstanding Section 9.02(a), without Without the consent of each Holder affected, no an amendment or waiver mayof this Indenture may not: (1) change extend the Stated Maturity maturity of the principal of, or any installment of interest on, any Note;Notes, (2) reduce the principal amount of, rate or premium, if any, or extend the time of payment of interest on, any Note;on the Notes, (3) change reduce the place principal amount or the premium of payment the Notes or reduce the amount of the principal of, or premium, if any, or interest on, payable on any Note;date, (4) change the coin or currency in which principal of or any premium or interest on any Notes are payable, (5) release all or substantially all of the Guarantors from their Guarantees (other than in accordance with this Indenture), (6) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6) waive a default in the payment of principal of, premium, if any, or interest on the Notes;maturity thereof, (7) voluntarily release a Subsidiary Guarantor reduce the aforesaid percentage of the Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose the Holders of which is necessary required for waiver any such modification without the consent of compliance with Sections 6.02 and 6.04the Holders of all Notes then outstanding; or (9) 8) modify or change any provisions of this Indenture affecting without the ranking written consent of the Notes Trustee the rights, duties or immunities of the Subsidiary Guarantees in any manner adverse Trustee. After an amendment, supplement or waiver under this Section 8.02 becomes effective, the Issuer shall mail to each Holder affected thereby a notice briefly describing the amendment, supplement or waiver. Upon the written request of the Issuer and upon the receipt by the Trustee of evidence reasonably satisfactory to the Holders Trustee of the Notes. (c) consent of the Holders as aforesaid and upon receipt by the Trustee of the documents described in Section 8.06, the Trustee shall join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture, in which case the Trustee may, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver waiver, but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders. (a) Subject to Section 6.07The Company and the Guarantors, the Issuerwhen authorized by a Board Resolution, the Subsidiary Guarantors and the Trustee, or the Collateral Agent, as applicable, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the outstanding Notes Notes, may amend amend, modify or supplement this Indenture, the Notes or Notes, the Subsidiary Guarantees, Guarantees and the Collateral Agreements without notice to any other Holders. Subject to Sections 6.07, the The Holder or Holders of a majority in aggregate principal amount of the outstanding Notes may waive compliance by the Company with any provision of this Indenture, any Collateral Agreements or the Notes or the Subsidiary Guarantees without notice to any other Holders. (b) Notwithstanding Holder. However, no amendment, modification, supplement or waiver, including a waiver pursuant to Section 9.02(a)6.04, shall without the consent of each Holder affected, no amendment or waiver mayof each Note affected thereby: (1) change reduce the Stated Maturity amount of Notes whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the principal of, or any installment of interest on, any NoteNotes; (2) reduce the principal amount of, stated rate of interest or premium, if any, change or have the effect of changing the time for payment of interest on, (including defaulted interest) on any NoteNotes; (3) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the place of payment of principal of, date on which any Notes may be subject to redemption or premium, if any, or interest on, any Notereduce the Redemption Price therefor (other than as provided in Section 9.02(c)); (4) impair the right to institute suit for the enforcement of make any payment on or after the Stated Maturity (or, Notes payable in currency other than that stated in the case of a redemption, on or after the Redemption Date) of any NoteNotes; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6) waive a default Default or Event of Default in the payment of principal of, premium, if any, or interest on the NotesNotes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (6) amend Section 6.07; (7) voluntarily release a Subsidiary Guarantor subordinate the Notes in right of payment to any other Indebtedness of the Notes, except as permitted by this IndentureCompany or any Guarantor; (8) reduce release any Guarantor from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the percentage or aggregate principal amount terms of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04this Indenture; or (9) modify make any changes to Section 9.01 or change any provisions this Section 9.02. (b) Without the consent of the Holders of at least 66 2/3% in principal amount of the Notes then outstanding under this Indenture (including, without limitation, (x) consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes and (y) Additional Notes, if any), no amendment, modification, supplement or waiver, including a waiver pursuant to Section 6.04, shall release all or substantially all of the Collateral otherwise than in accordance with the terms of this Indenture affecting and the ranking of the Notes or the Subsidiary Guarantees in any manner adverse to the Holders of the NotesCollateral Agreements. (c) For the avoidance of doubt, the Company’s obligations under Section 4.10 may be modified with the consent of the Holders of a majority of the aggregate principal amount of Notes then outstanding at any time prior to the occurrence of a Change of Control. (d) It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver waiver, but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders. Except as provided in Section 9.01 (a“Without Consent of Holders”) Subject to Section 6.07and in this Section, this Indenture, the IssuerNotes, the Subsidiary Guarantors and Collateral Agreements, the Trustee, together, Note Guarantees or the Intercreditor Agreement (if any) may be amended or supplemented with the written consent of the Holder Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes, the Collateral Agreements or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.08 (“Outstanding Notes”) and Section 2.09 (“Treasury Notes”) hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section. Without the consent of each Holder affected, an amendment, supplement or waiver may amend not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or supplement this Indenture, waiver; (2) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the purchase or redemption of the Notes (other than provisions relating to the covenants described above under Sections 3.07 (“Optional Redemption”), 3.08 (“Optional Redemption for Changes in Withholding Taxes”), 3.09 (“Special Mandatory Redemption”), 4.17 (“Offer to Repurchase Upon a Change of Control”) and 4.18 (“Asset Sales”)); (3) reduce the rate of or change the Subsidiary Guaranteestime for payment of interest on any Note; (4) waive a Default or Event of Default in the payment of principal of, without notice to any other Holders. Subject to Sections 6.07or interest, premium, if any, on the Holder or Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes may waive compliance with any provision of this Indenture, the Notes or the Subsidiary Guarantees without notice to any other Holders. (b) Notwithstanding Section 9.02(a), without the consent of each Holder affected, no amendment or and a waiver may: (1) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (2) reduce the principal amount of, or premium, if any, or interest on, any Note; (3) change the place of payment of principal of, or premium, if any, or interest on, any Note; (4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any NotePayment Default that resulted from such acceleration); (5) reduce make any Note payable in money other than that stated in the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this IndentureNotes; (6) waive a default make any change in the payment provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, premium, if any, or interest on the Notes; (7) voluntarily release waive a Subsidiary Guarantor redemption or repurchase payment with respect to any Note (other than a payment required by one of the Notescovenants described above under Sections 3.07 (“Optional Redemption”), except as permitted by this Indenture3.08 (“Optional Redemption for Changes in Withholding Taxes”), Section 3.09 (“Special Mandatory Redemption”), 4.17 (“Offer to Repurchase Upon a Change of Control”) and 4.18 (“Asset Sales”)); (8) reduce release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the percentage or aggregate principal amount terms of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04Indenture; or (9) modify or make any change any provisions of this Indenture affecting in the ranking of the Notes or the Subsidiary Guarantees in any manner adverse to the Holders of the Notes. (c) It shall not be necessary for preceding amendment and waiver provisions. In addition, the consent of Holders representing at least two-thirds of outstanding Notes will be required to release all or substantially all of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under Collateral otherwise than in accordance with this Indenture by any Holder given in connection with an exchange (in and the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchangeCollateral Agreements. (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Holders. (a) Subject to Section 6.07, the IssuerIssuer and the Guarantors, the Subsidiary Guarantors when authorized by a Board Resolution, and the Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the outstanding Notes may amend or supplement this Indenture, the Notes Indenture or the Subsidiary GuaranteesNotes, without notice to any other Holders. Subject to Sections 6.04 and 6.07, the Holder or Holders of a majority in aggregate principal amount of the outstanding Notes may waive compliance by the Issuer or the Guarantors with any provision of this Indenture, the Notes or the Subsidiary Guarantees without notice to any other Holders. (ba) Notwithstanding No amendment, supplement or waiver, including a waiver pursuant to Section 9.02(a)6.04, shall, directly or indirectly, without the consent of each Holder affected, no amendment or waiver mayof each Note affected thereby: (1) change reduce the Stated Maturity amount of the principal of, or any installment of interest on, any NoteNotes whose Holders must consent to an amendment; (2) reduce the principal amount ofrate of or change or have the effect of changing the time for payment of interest, or premiumincluding defaulted interest, if any, or interest on, on any NoteNotes; (3) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or, except with respect to the matters described in clause (b)(1) below, change the place of payment of principal ofdate on which any Notes may be subject to redemption or repurchase, or premium, if any, reduce the redemption or interest on, any Note;repurchase price therefor; 104 -95- (4) impair the right to institute suit for the enforcement of make any payment on or after the Stated Maturity (or, Notes payable in money other than that stated in the case of a redemption, on or after the Redemption Date) of any NoteNotes; (5) reduce make any change in provisions of this Indenture protecting the above-stated percentages right of outstanding each Holder of a Note to receive payment of principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of a class of Notes the consent to waive Defaults or Events of whose Holders is necessary Default (other than Defaults or Events of Default with respect to modify or amend this Indenture; (6) waive a default in the payment of principal of, premium, if any, of or interest on the Notes;); or (76) voluntarily release modify the provisions of Article Ten or Twelve of this Indenture to adversely affect the Holders of Notes. (b) No amendment, supplement or waiver, including a Subsidiary Guarantor waiver pursuant to Section 6.04, shall directly or indirectly, without the consent of the Notes, except as permitted by this Indenture; (8) reduce the percentage or Holders of at least 75% in aggregate principal amount of the then outstanding Notes issued under this Indenture, (1) amend, change or modify the consent obligation of whose Holders (A) the Issuer to make and consummate a Change of Control Offer in the event of a Change of Control that has been consummated or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or modify any of the provisions or definitions with respect thereto or (B) Caterair to make and consummate a Caterair Net Proceeds Offer with respect to any Caterair Asset Sale that has been consummated or modify any of the provisions or definitions with respect thereto; or (2) release Caterair or any other Guarantor which is necessary for waiver a Significant Subsidiary of compliance with Sections 6.02 and 6.04; or (9) modify the Issuer or change Caterair from any provisions of its obligations under its Guarantee or this Indenture affecting other than in accordance with the ranking terms of the Notes or the Subsidiary Guarantees in any manner adverse to the Holders of the Notes. (c) such Guarantee and this Indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver waiver, but it shall be sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) . After an amendment, supplement or waiver under this Section 9.02 becomes effectiveeffective (as provided in Section 9.04), the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.105 -00-

With Consent of Holders. (a) Subject to Section 6.07, the Issuer, the Subsidiary Guarantors and the Trustee, together, This Indenture may be amended with the written consent of the Holder or registered Holders of a majority in aggregate principal amount of the Senior Notes then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Senior Notes) and any past default or compliance with any provisions may amend also be waived (except a default in the payment of principal, premium or supplement this Indenture, interest and Section 8.01) with the Notes or consent of the Subsidiary Guarantees, without notice to any other Holders. Subject to Sections 6.07, the Holder or registered Holders of at least a majority in aggregate principal amount of the outstanding Senior Notes may waive compliance with any provision of this Indenture, the Notes or the Subsidiary Guarantees without notice to any other Holdersthen outstanding. (b) Notwithstanding Section 9.02(a)However, without the consent of each Holder affectedof an outstanding Senior Note, no amendment or waiver may:, (1) change reduce the Stated Maturity amount of the principal ofSenior Notes whose holders must consent to an amendment, supplement or any installment of interest on, any Note;waiver, (2) reduce the principal amount of, rate of or premium, if any, or change the time for payment of interest on, on any Senior Note;, (3) reduce the principal of or change the place Stated Maturity of payment of principal of, or premium, if any, or interest on, any Senior Note;, (4) make any Senior Note payable in money other than that stated in the Senior Note, (5) impair the right of any Holder of the Senior Notes to receive payment of principal of and interest on such Holder's Senior Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or after with respect to such Holder's Senior Notes, the Stated Maturity Parent Guarantee or the Subsidiary Guarantees, (or6) (A) release Parent or any Subsidiary Guarantor from its obligations under the Parent Guarantee or its Subsidiary Guarantee, in as the case may be, or this Indenture other than pursuant to the terms of a redemptionthis Indenture, or (B) release any security interest that may have been granted in favor of the Holders of the Senior Notes pursuant to Section 4.11 other than pursuant to the terms of this Indenture, (7) modify the provisions of Section 4.08 or the related definitions at any time on or after the Redemption Date) Company is obligated to make a Change of any Note;Control Offer, (5) reduce 8) prior to the above-stated percentages Release, release or modify in any respect the Lien of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture;Trustee on the Escrowed Property, or (69) waive a default in the payment of principal of, of or premium, if any, or interest interest, if any, on the Notes; Senior Notes (7) voluntarily release a Subsidiary Guarantor of the Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with Sections 6.02 and 6.04; or (9) modify or change any provisions of this Indenture affecting the ranking of the Notes or the Subsidiary Guarantees in any manner adverse to the Holders of the Notesset forth under Section 6.01). (c) It The consent of the Holders of the Senior Notes shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver but it . It shall be sufficient if such consent approves the substance thereofof the proposed amendment. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) After an amendment, supplement or waiver under this Section 9.02 amendment that requires the consent of the Holders of Senior Notes becomes effective, the Issuer Company shall mail to each registered Holder of the Holders affected thereby Senior Notes at such holder's address appearing in the security register a notice briefly describing such amendment. However, the amendment, supplement or waiver. Any failure to give such notice to all Holders of the Issuer to mail such noticeSenior Notes, or any defect therein, shall not, however, in any way not impair or affect the validity of the amendment. (e) Upon the written request of the Company accompanied by a board resolution authorizing the execution of any such amendmentsupplemental indenture, supplement and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid and upon receipt by the Trustee of the documents described in Section 8.06, 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 waiverimmunities under this Indenture, in which case the Trustee may, but shall not be obligated to, enter into such supplemental indenture.

With Consent of Holders. (a) Subject to Except as otherwise provided in this Article IX or Section 6.076.03, this Indenture, the IssuerSecurity Documents, the Subsidiary Guarantors any Intercreditor Agreement and the Trustee, together, Notes may be amended or supplemented (or a waiver may be granted with respect to any default or noncompliance with any provision thereof) with the written consent of the Holder or Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may amend (including consents obtained in connection with a purchase of, or supplement this Indenturetender offer or exchange offer for, the Notes or the Subsidiary Guarantees, without notice to any other HoldersNotes). Subject to Sections 6.07, the Holder or Holders of a majority in aggregate principal amount of the outstanding Notes may waive compliance with any provision of this Indenture, the Notes or the Subsidiary Guarantees without notice to any other Holders. (b) Notwithstanding Section 9.02(a), without Without the consent of each Holder affectedaffected thereby, no an amendment or waiver maymay not, among other things: (1) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (2i) reduce the principal amount ofof Notes whose Holders must consent to an amendment, supplement or premium, if any, or interest on, any Notewaiver; (3ii) reduce the principal of or change the place of payment of principal of, or premium, if any, or interest on, any Note; (4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) fixed maturity of any Note; (5iii) reduce the above-stated percentages rate of outstanding Notes or change the consent time for payment of whose Holders is necessary to modify or amend this Indentureinterest on any Note; (6iv) waive a default Default in the payment of principal of, principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (1) release any Guarantor from any of its obligations under its Notes Guarantee other than in accordance with the terms of this Indenture or (2) adversely change any Notes Guarantee or the priority of the Liens in the Collateral or release all or substantially all of the Collateral from the Liens created by the Security Documents, except in each case as specially provided for in this Indenture and the Security Documents; (vi) make any Note payable in money other than that stated in the Notes; (7vii) voluntarily release a Subsidiary Guarantor make any change in the provisions of this Indenture relating to waivers of past Defaults or the Notesrights of Holders of Notes to receive payments of principal of or premium, except as permitted by this Indentureif any, or interest on the Notes or to institute suit for the enforcement of any such payment; (8) reduce viii) make any change to the percentage provisions applicable to the redemption of any Note as set forth in Section 3.07; (ix) make any change in the ranking or priority of any Note that would adversely affect the Holders; or (x) make any change in the amendment and waiver provisions. (b) Without the consent of the Holders of at least 66% in aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for then outstanding, an amendment or waiver of compliance may not (with Sections 6.02 and 6.04; orrespect to any Notes held by a non-consenting Holder): (9i) modify any Security Document or change any the provisions of this Indenture affecting dealing with the ranking Security Documents or application of trust moneys, or otherwise release any Collateral from the Lien of the Notes or the Subsidiary Guarantees Security Documents, in any manner adverse to such Holder other than in accordance with this Indenture, the Holders of Security Documents and any Intercreditor Agreement; or (ii) modify any Intercreditor Agreement in any manner adverse to such Holder other than in accordance with this Indenture, the NotesSecurity Documents and such Intercreditor Agreement. (c) It shall not be necessary for the The consent of the Holders is not necessary under this Section Indenture to approve the particular form of any proposed amendment, supplement or waiver but it shall be . It is sufficient if such consent approves the substance thereof. (d) A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid by such tender or exchange. (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such proposed amendment, supplement or waiver.