Common use of With Consent of Holders Clause in Contracts

With Consent of Holders. (a) The Company, the Guarantors and the Trustee may amend this Indenture or the Securities without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder affected, an amendment may not: (i) reduce the amount of Securities whose Holders must consent to an amendment; (ii) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii) reduce the principal of or extend the Stated Maturity of any Security; (iv) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (v) make any Security payable in money other than that stated in the Security; (vi) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder under Article 10 or Article 12; (vii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or (viii) modify the Senior Subordinated Guarantees in any manner adverse to the Holders. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. (a) The Company, the Guarantors Company and the Trustee may amend or supplement this Indenture or the Securities without notice to any Holder but Securityholder with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding. The Holders of a majority in principal amount of the Securities then outstanding (including consents obtained may waive compliance in connection a particular instance by the Company with a tender offer any provision of this Indenture or exchange for the Securities)Securities without notice to any Securityholder. HoweverSubject to Section 11.4, without the written consent of each Holder Securityholder affected, however, an amendment amendment, supplement or waiver, including a waiver pursuant to Section 8.4, may not: (i1) reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver; (ii2) reduce the rate of or extend change the time for payment of interest or additional interest on any Security; (iii3) reduce the principal of or extend premium on or change the Stated Maturity fixed maturity of any Security or alter the redemption provisions with respect thereto in a manner adverse to the Holder thereof; (4) alter the conversion provisions with respect to any Security in a manner adverse to the Holder thereof; (5) waive a default in the payment of the principal of or premium or interest on any Security; (iv6) reduce the premium payable upon the redemption of make any Security changes in Section 8.4 or change the time at which any Security may be redeemed 8.7 or in accordance with Article 3this sentence; (v7) modify the provisions of Article 5 in a manner adverse to the Holders; or (8) make any Security payable in money other than that stated in the Security; (vi) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder under Article 10 or Article 12; (vii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or (viii) modify the Senior Subordinated Guarantees in any manner adverse to the Holders. It shall not be necessary for the consent of the Holders under this Section 9.02 11.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 11.2 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. An amendment under this Section 9.02 11.2 may not make any change that adversely affects the rights under Article 10 or Article 12 5 of any holder of an issue of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized that issue, pursuant to give a consent) its terms, consent to such the change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. (a) The Subject to Section 5.07, the Company, the Guarantors and the Trustee when authorized by a resolution of its Board of Directors, may amend or supplement this Indenture or the Securities without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained outstanding, and the Holders of a majority in connection principal amount of the Securities may waive compliance by the Company with a tender offer any provision of this Indenture or exchange for the Securities). However, without the consent of each Holder Securityholder affected, an amendment amendment, supplement or waiver, including a waiver pursuant to Section 5.04, may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (ii2) reduce the rate of or change or extend the time for payment of interest principal of (including premium, if any) or additional interest on any Security; (iii3) reduce the principal of (including premium, if any) or extend change the Stated Maturity fixed maturity of any Security; (iv4) reduce waive a default in the premium payable upon payment of the redemption principal of or interest on any Security or change the time at which any Security may be redeemed in accordance with Article 3Security; (v5) make any Security payable in money other than that stated in the Security; (vi6) make any change that adversely affects the right to convert any Security; (7) make any change in Article 10 or Article 12 the subordination of the Securities in a manner that adversely affects is adverse to the rights of any Holder under Article 10 or Article 12;Holders; or (vii) 8) make any change in this Section, Section 6.04 5.04 or 6.07 or Section 5.07. Notwithstanding the second sentence above and Section 5.07, the Holders of a majority in principal amount of the Securities then outstanding may waive compliance by the Company with Section 3.08 of this Section 9.02; or (viii) modify the Senior Subordinated Guarantees in any manner adverse to the HoldersIndenture. It shall not be necessary for the consent of the Holders under this Section 9.02 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may Any amendment, waiver or consent shall be deemed effective upon receipt by the Trustee of the necessary consents and shall not make any change that adversely affects the rights under Article 10 or Article 12 require execution of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized supplemental indenture to give a consent) consent to such changebe effective. After an amendment or waiver under this Section 9.02 8.02 becomes effective, the Company shall mail to the Holders of each Security affected thereby, with a copy to the Trustee, a notice briefly describing the amendment or waiver. Any failure of the Company to mail such amendment. The failure to give such notice to all Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under any such amendment, waiver, consent or supplemental indenture. Except as otherwise provided in this Section 9.028.02, the Holders of a majority in aggregate principal amount of the Securities then outstanding may waive compliance in a particular instance by the Company with any provisions of this Indenture or the Securities.

With Consent of Holders. (a) The Company, the Guarantors and the Trustee may amend this Indenture or the Securities without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder affectedSecurityholder affected thereby, an amendment may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal amount of or extend the Stated Maturity of any Security; (iv4) reduce the premium amount payable upon the redemption of any Security or change the time at which any Security may or shall be redeemed in accordance with Article 3; (v5) make any Security payable in money other than that stated in the Security; (vi6) make any change changes in Article 10 the ranking or Article 12 that adversely affects the rights priority of any Holder under Article 10 or Article 12Security that would adversely affect the Securityholders; (vii7) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02Section; or (viii) modify the Senior Subordinated Guarantees 8) make any change in any manner adverse to Guaranty that would adversely affect the HoldersSecurityholders. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 or any Guaranty Agreement of any holder of Senior Indebtedness of the Company or of a Guarantor then outstanding unless the holders of such Senior Indebtedness (or any group or Representative representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The Company, the Guarantors Company and the Trustee may amend this Indenture or the Securities without notice to any Holder but Trustee, with the written consent of the Holders of at least a majority in principal amount aggregate Principal Amount of the Securities then outstanding (including consents obtained in connection with a tender offer at the time outstanding, may amend this Indenture or exchange for the Securities). However, without the consent of each Holder affected, an amendment or supplement to this Indenture or the Securities may not: (i1) reduce make any change to the amount Principal Amount of Securities whose Holders must consent to an amendment; (ii2) make any change to the manner or rate of accrual in connection with Original Issue Discount or interest, if any, reduce the rate of interest referred to in paragraph 1 of the Securities or extend the time for payment of interest Original Issue Discount or additional interest interest, if any, on any Security; (iii3) reduce the principal Principal Amount or the Issue Price of or extend the Stated Maturity of any Security; (iv4) reduce the premium payable upon the redemption Redemption Price, Purchase Price or Fundamental Change Redemption Price of any Security or change the time at which any Security may be redeemed in accordance with Article 3Security; (v5) make any Security payable in money or securities other than that stated in the Security; (vi6) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder under Article 10 or Article 12Securityholder; (vii7) make any change in Section 6.04 or 6.04, Section 6.07 or the second sentence of this Section 9.02, except to increase any such percentage; (8) make any change that adversely affects the right to convert any Security; or (viii9) modify make any change that adversely affects the Senior Subordinated Guarantees right to require the Company to purchase the Securities, or the right to require the Company to redeem the Securities upon a Fundamental Change, in any manner adverse to accordance with the Holdersterms thereof 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 or Section 9.01 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the requisite holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such changechange pursuant to the terms of such Senior Indebtedness. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders each Holder a notice briefly describing such the amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. (a) The Company, the Guarantors Issuer and the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities)) affected by such amendment. However, without the consent of each Holder affected, an amendment may not: (i1) reduce make any change to the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders must is required for any amendment, or the consent to an amendmentof whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (ii) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii2) reduce the principal of amount of, premium, if any, or interest on, or extend the Stated Maturity or interest payment periods of any Security; (iv) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (v) make any Security payable in money or securities other than that those stated in the Security; (vi4) make any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in Article 10 accordance with the terms thereof and this Indenture; (5) impair the right of any Holder to institute suit for the enforcement of any payment with respect to the Securities; (6) in the case of any subordinated Securities, or Article 12 coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under Article 10 or Article 12;such provisions; or (vii7) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or (viii) modify the Senior Subordinated Guarantees in any manner adverse to the Holders. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company Issuer shall mail to all affected Holders a notice briefly describing such amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The Company, the Guarantors Company and the Trustee may amend or supplement this Indenture or the Securities without notice to any Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Securities, and the Holders of a majority in aggregate principal amount of the Securities then outstanding (including consents obtained in connection may waive compliance by the Company with a tender offer any provision of this Indenture or exchange for the Securities). However, without the consent of each Holder Securityholder affected, an amendment amendment, supplement or waiver under this Section may not: (i) change the stated maturity date of the principal of any Security or adversely affect the right of a Holder to convert any Security; (ii) reduce the principal amount, Redemption Price, Purchase Price or Change of Control Purchase Price of, or alter the manner or rate of accrual of interest (or extend the time for payment of interest) on, any Security; (iii) change the currency for payment in respect of any Security; (iv) impair the right to institute suit for the enforcement of any payment on or with respect to any Security; (v) reduce the principal amount of Securities whose Holders must consent to an amendment; (ii) reduce amendment or supplement of this Indenture or the rate waiver of defaults or extend the time for payment of interest or additional interest on any Security; (iii) reduce the principal of or extend the Stated Maturity of any Security; (iv) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (v) make any Security payable in money other than that stated in the Securitycompliance hereunder; (vi) make any change in Article 10 or the subordination provisions of Article 12 that adversely affects or make any other change in the rights ranking or priority of any Holder under Article 10 or Article 12;Security in a manner materially adverse to the Holders; or (vii) make any change in Section 6.04 7.04, 7.07 or 6.07 or the this 10.02 (second sentence of this Section 9.02; or (viii) modify the Senior Subordinated Guarantees in any manner adverse to the Holderssentence). 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. An amendment under this Section 9.02 The Company may not make any change that adversely affects establish, by delivery of an Officers’ Certificate to the rights under Article 10 or Article 12 Trustee, a record date for determining Securityholders of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized record entitled to give a consent) any consent to such changeor waiver. After an amendment or supplement under this Section 9.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing the amendment or supplement. Any failure of the Company to mail any such amendment. The failure to give such notice to all Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an any supplemental indenture. Any amendment or supplement under Section 10.01 or this Section 9.0210.02 may not adversely affect the rights of any holders of Senior Indebtedness of the Company under Article 12 unless such holders shall have consented to such amendment or supplement pursuant to the terms of such Senior Indebtedness.

With Consent of Holders. (a) The Company, the Guarantors and the Trustee may amend this Indenture or the Securities without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder affectedSecurityholder affected thereby, an amendment may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal of or extend the Stated Maturity of any Security; (iv4) reduce the premium payable upon the redemption of any Security or change the time at which any Security Secur ity may or shall be redeemed in accordance with Article 3; (v5) make any Security payable in money other than that stated in the Security; (vi6) make any change changes in Article the Security Agreements or in Articles 10 or Article 12 11 that adversely affects affect the rights Holders or would terminate the Lien of this Indenture or any Security Agreement on any property subject thereto or deprive the Holder under Article 10 of the security afforded by the Lien of this Indenture or Article 12the Security Agreements; (vii7) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02Section; or (viii) modify the Senior Subordinated Guarantees 8) make any change in any manner adverse to Guarantee that would adversely affect the HoldersSecurityholders. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The Company, the ------------------------ Guarantors and the Trustee may amend this Indenture or the Securities without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder affectedSecurityholder affected thereby, an amendment may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal amount of or extend the Stated Maturity of any Security; (iv4) reduce the premium amount payable upon the redemption of any Security or change the time at which any Security may or shall be redeemed in accordance with Article 3; (v5) make any Security payable in money other than that stated in the Security; (vi6) make any change changes in Article 10 the ranking or Article 12 that adversely affects the rights priority of any Holder under Article 10 or Article 12Security that would adversely affect the Securityholders; (vii7) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02Section; or (viii) modify the Senior Subordinated Guarantees 8) make any change in any manner adverse to Guaranty that would adversely affect the HoldersSecurityholders. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 or any Guaranty Agreement of any holder of Senior Indebtedness of the Company or of a Guarantor then outstanding unless the holders of such Senior Indebtedness (or any group or Representative representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The CompanySubject to Section 6.07, the Guarantors Company and the Trustee may amend this Indenture or the Securities without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the then outstanding Securities. Subject to Sections 6.04 and 6.07, the Holders of a majority in principal amount of the Securities then outstanding (including consents obtained may also waive compliance in connection a particular instance by the Company with a tender offer any provision of this Indenture or exchange for the Securities). However, without the consent of each Holder Securityholder affected, an amendment or waiver under this Section may not: (i1) reduce the amount of Securities whose Holders must consent to an amendmentamendment or waiver; (ii2) reduce the rate of or extend change the time for payment of interest or additional interest on any Security; (iii3) reduce the principal of or extend change the Stated Maturity of any Security; (iv) reduce the premium payable upon the redemption fixed maturity of any Security or change alter the time at which any Security may be redeemed in accordance redemption provisions with Article 3respect thereto; (v4) make any Security payable in money other than that stated in the Security; (vi5) make any change in Section 6.04, 6.07 or 9.02 (this sentence); (6) make any change that adversely affects the right to convert any Security; (7) make any change in Article 10 or Article 12 11 that adversely affects the rights of any Holder under Article 10 or Article 12; (vii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02Securityholder; or (viii) modify 8) waive a default in the payment of the principal of, or interest on, any Security or any Default under Article 10. An amendment or waiver under this Section may not make any change that adversely affects the rights under Article 11 of any holder of an issue of Senior Subordinated Guarantees in any manner adverse Debt unless the holders of the issue pursuant to its terms consent to the Holderschange or the change is otherwise permissible. It To secure a consent of the Holders under this Section, 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, but it shall be sufficient if such consent approves the substance thereof. An After an amendment or waiver under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all Holders, the amendment or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02waiver.

With Consent of Holders. (a) The Company, the Guarantors Company and the Trustee may amend this Indenture or the Securities without notice to any Holder but Trustee, with the written consent of the Holders of at least a majority in principal amount aggregate Principal Amount of the Securities then outstanding (including consents obtained in connection with a tender offer at the time outstanding, may amend this Indenture or exchange for the Securities). However, without the consent of each Holder Securityholder affected, an amendment or supplement to this Indenture or the Securities may not: (i1) reduce make any change to the amount Principal Amount of Securities whose Holders must consent to an amendment; (ii2) make any change to the manner or rate of accrual in connection with Original Issue Discount or interest, if any, reduce the rate of interest referred to in paragraph 1 of the Securities or extend the time for payment of interest Original Issue Discount or additional interest interest, if any, on any Security; (iii3) reduce the principal Principal Amount or the Issue Price of or extend the Stated Maturity of any Security; (iv4) reduce the premium payable upon the redemption Redemption Price, Purchase Price or Fundamental Change Redemption Price of any Security or change the time at which any Security may be redeemed in accordance with Article 3Security; (v5) make any Security payable in money or securities other than that stated in the Security; (vi6) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder under Article 10 or Article 12Securityholder in any material respect; (vii7) make any change in Section 6.04 or 6.04, Section 6.07 or the second sentence of this Section 9.02, except to increase any such percentage; (8) make any change that adversely affects the right to convert any Security; or (viii9) modify make any change that adversely affects the Senior Subordinated Guarantees right to require the Company to purchase the Securities, or the right to require the Company to redeem the Securities upon a Fundamental Change, in any manner adverse to accordance with the Holdersterms thereof 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 or Section 9.01 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the requisite holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such changechange pursuant to the terms of such Senior Indebtedness. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders each Holder a notice briefly describing such the amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. (a) The Company, the Guarantors and the Trustee may amend this Indenture or the Securities without notice to any Holder but with With the written consent of the Holders of at least a majority in principal amount aggregate Principal Amount at Maturity of the Securities then outstanding (including consents obtained in connection with a tender offer at the time outstanding, the Company and the Trustee may amend this Indenture or exchange for the Securities). However, without the consent of each Holder Securityholder affected, an amendment to this Indenture or the Securities may not: (i1) reduce make any change in the amount manner or rate of Securities whose Holders must consent to an amendment; (ii) accrual in connection with Original Issue Discount, reduce the rate of interest (including contingent interest) referred to in paragraph 1 of the Securities, or extend the time for payment of interest or additional interest Original Issue Discount on any Security; (iii2) reduce the principal Principal Amount at Maturity or the Issue Price of or extend the Stated Maturity of any Security; (iv3) reduce the premium payable upon the redemption Redemption Price, Purchase Price or Change in Control Purchase Price of any Security or change the time at which any Security may be redeemed in accordance with Article 3Security; (v4) make any Security or interest thereon payable in money or securities other than that stated in the Security; (vi) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder under Article 10 or Article 12; (vii5) make any change in Section 6.04 6.4, Section 6.7 or 6.07 or the second sentence of this Section 9.029.2, except to increase any percentage set forth therein; (6) make any change that adversely affects the right to convert any Security; or (viii7) modify make any change that adversely affects the Senior Subordinated Guarantees right to require the Company to purchase the Securities in any manner adverse to accordance with the Holdersterms thereof and this Indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 9.2 becomes effective, the Company shall mail to Holders each Holder a notice briefly describing such the amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. (a) The Company, the Subsidiary Guarantors and the Trustee may amend this or supplement the Indenture or the Securities Notes, or waive compliance in a particular instance by the Company with any provisions hereof or thereof, without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Securities Notes then outstanding (including consents obtained in connection with a tender offer or exchange for the SecuritiesNotes). However, without the consent of each Holder affectedaffected thereby, an amendment amendment, supplement or waiver may not:not (with respect to any Notes held by a non-consenting Holder): (i1) reduce the amount of Securities Notes whose Holders must consent to an amendment, supplement or waiver; (ii2) reduce the rate of or extend change the time for payment of interest or additional interest on any SecurityNote; (iii3) reduce the principal amount of or extend change the Stated Maturity of any SecurityNote; (iv4) reduce the premium amount payable upon the redemption of any Security Note or change the time at which any Security Note may be redeemed in accordance with Article 3III of the Indenture; (v5) make any Security Note payable in money other than that stated in the SecurityNote; (vi6) make any change in Article 10 or Article 12 that adversely affects impair the rights right of any Holder under Article 10 to receive payment of principal of and interest on such Xxxxxx’s securities on or Article 12after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (vii7) make any change in Section 6.04 or 6.07 of the Indenture or the second sentence of this Section 9.02; (8) make any change in the ranking or priority of any Note that would adversely affect the Holders; (9) waive a continuing Default or Event of Default in the payment of principal on, premium (if any) or interest on the Notes; or (viii10) modify the Senior Subordinated Guarantees make any change in any manner adverse to Subsidiary Guaranty that would adversely affect the HoldersHolders in any material respect. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment, supplement or waiver. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment amendment, supplement or waiver under this Section 9.02.

With Consent of Holders. (a) The Company, the Guarantors and the Trustee may amend this Indenture or the Securities without notice (including the obligations of the Company to any Holder but make a Change of Control Offer pursuant to Section 4.08 of this Indenture) with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities)) and any past default or compliance with any provisions may also be waived with the consent of the Holders of at least a majority in principal amount of the Securities then outstanding. However, without the consent of each Holder affectedSecurityholder affected thereby, an amendment or waiver may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal of or extend change the Stated Maturity of any Security; (iv4) reduce change the premium payable upon provisions applicable to the redemption of any Security contained in Article 3 hereto or change Section 5 of the time at which any Security may be redeemed in accordance with Article 3Securities; (v5) make any Security payable in money other than that stated in the Security; (vi) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder under Article 10 or Article 12; (vii6) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02Section; (7) make any changes in the ranking or priority of any Security that would adversely affect the Securityholders; or (viii) modify 8) make any change in, or release other than in accordance with this Indenture, any Guarantee that would adversely affect the Senior Subordinated Guarantees in any manner adverse to the HoldersSecurityholders. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The Company, the Guarantors and the Trustee may amend this Indenture or the Securities without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities), and any existing Default (subject to Article 6) or compliance with any provision of this Indenture or the Securities may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities (including consents obtained in connection with a purchase of or tender offer or exchange offer for Securities). However, without the consent of each Holder Securityholder affected, an amendment or waiver may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal of or extend the Stated Maturity of any Security; (iv4) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (v5) make any Security payable in money other than that stated in the Security; (vi6) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder Securityholder under Article 10 or Article 12; (vii7) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or (viii) 8) modify the Senior Subordinated Guarantees in any manner adverse to the Holders; or (9) impair the right of any Holder to receive payment of principal of, or interest on such Holder's Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder's Securities. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment or waiver under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative representative thereof authorized to give a consent) consent to such change. After an amendment or waiver under this Section 9.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendmentamendment or waiver. The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment or waiver under this Section 9.02.

With Consent of Holders. (a) The Company, the Guarantors Company and the Trustee may amend this Indenture or the Securities without notice to any Holder but Trustee, with the written consent of the Holders of at least a majority in principal amount aggregate Principal Amount of the Securities then outstanding (including consents obtained in connection with a tender offer at the time outstanding, may amend this indenture or exchange for the Securities). However, without the consent of each Holder affected, an amendment or supplement to this Indenture or the Securities may not: (i1) reduce make any change to the amount Principal Amount of Securities whose Holders must consent to an amendment; (ii2) make any change to the manner or rate of accrual in connection with Original Issue Discount or interest, if any, reduce the rate of interest referred to in paragraph 1 of the Securities or extend the time for payment of interest Original Issue Discount or additional interest interest, if any, on any Security; (iii3) reduce the principal Principal Amount or the Issue Price of or extend the Stated Maturity of any Security; (iv4) reduce the premium payable upon the redemption Redemption Price, Purchase Price or Fundamental Change Redemption Price of any Security or change the time at which any Security may be redeemed in accordance with Article 3Security; (v5) reduce the rate of, or make any change in the manner of paying, Additional Interest; (6) make any Security payable in money or securities other than that stated in the Security; (vi7) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder under Article 10 or Article 12Securityholder; (vii) 8) make any change in Section 6.04 6.4, Section 6.7 or 6.07 this Section 9.2, except to increase any such percentage; (9) make any change that adversely affects the right to convert any Security; (10) make any change that adversely affects the right to require the Company to purchase the Securities, or the second sentence of right to require the Company to redeem the Securities upon a Fundamental Change, in accordance with the terms thereof and this Section 9.02; Indenture, or (viii11) modify change any obligation of the Senior Subordinated Guarantees Company to maintain an office or agency in any manner adverse to the Holdersplaces and for the purposes specified in this Indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 9.2 or Section 9.1 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the requisite holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such changechange pursuant to the terms of such Senior Indebtedness. After an amendment under this Section 9.02 9.2 becomes effective, the Company shall mail to Holders each Holder a notice briefly describing such the amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. (a) The Company, the Guarantors Company and the Trustee may amend this Indenture or the Securities without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder affected, an amendment may not: (ia) reduce the amount of Securities whose Holders must consent to an amendment; (iib) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iiic) reduce the principal of or extend the Stated Maturity of any Security; (ivd) reduce the premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased in accordance with Article 3this Indenture; (ve) make any Security payable in money other than that stated in the Security; (vif) make modify or affect in any change in Article 10 manner adverse to the Holders, the terms and conditions of the obligation of the Company for the due and punctual payment of the principal of or Article 12 that adversely affects the rights of any Holder under Article 10 or Article 12;interest on Securities; or (viig) make any change in Section 6.04 4.4 or 6.07 4.7 or the second sentence of this Section 9.02; or (viii) modify the Senior Subordinated Guarantees in any manner adverse to the Holders7.2. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 7.2 may not make any change that adversely affects the rights under Article 10 or Article 12 X of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 7.2 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.027.2.

With Consent of Holders. (a) The Company, the Guarantors Company and the Trustee may amend or supplement this Indenture or the Securities without notice to any Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Securities, and the Holders of a majority in aggregate principal amount of the Securities then outstanding (including consents obtained in connection may waive compliance by the Company with a tender offer any provision of this Indenture or exchange for the Securities). However, without the consent of each Holder Securityholder affected, an amendment amendment, supplement or waiver under this Section may not: (i1) change the stated maturity date of the principal of, or interest on, any Security or adversely affect the right of a Holder to convert any Security; (2) reduce the principal amount Purchase Price or Fundamental Change Purchase Price of, or premium, if any, or interest on, any Security; (3) change the currency for payment of principal of, or interest on, any Security; (4) impair the right to institute suit for the enforcement of any payment on or with respect to any Security; (5) make any change in Article 12 that adversely affects the rights of any Securityholder; (6) reduce the principal amount of Securities whose Holders must consent to an amendment;amendment or supplement of this Indenture or the waiver of defaults or compliance hereunder; or (ii) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii) reduce the principal of or extend the Stated Maturity of any Security; (iv) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (v) make any Security payable in money other than that stated in the Security; (vi) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder under Article 10 or Article 12; (vii7) make any change in Section 6.04 7.04, 7.07 or 6.07 or the this 10.02 (second sentence of sentence). An amendment under this Section 9.02; or (viii) modify may not make any change that adversely affects the rights under Article 12 of any holder of an issue of Senior Subordinated Guarantees in any manner adverse Indebtedness unless the holders of the issue pursuant to its terms consent to the Holderschange. 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. An amendment under this Section 9.02 The Company may not make any change that adversely affects establish, by delivery of an Officers' Certificate to the rights under Article 10 or Article 12 Trustee, a record date for determining Securityholders of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized record entitled to give a consent) any consent to such changeor waiver. After an amendment or supplement under this Section 9.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing the amendment or supplement. Any failure of the Company to mail any such amendment. The failure to give such notice to all Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under this Section 9.02any supplemental indenture.

With Consent of Holders. (a) The Company, the Guarantors Company and the Trustee may amend this Indenture or the Securities without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder affectedSecurityholder affected thereby, an amendment may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal of or extend the Stated Maturity of any Security; (iv4) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (v5) make any Security payable in money other than that stated in the Security; (vi6) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder Securityholder under Article 10 or Article 1210; (vii7) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02Section; or (viii) modify the Senior Subordinated Guarantees 8) make any change in any manner adverse to Subsidiary Guarantee that would adversely affect the HoldersSecurityholders. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The Company, the Guarantors and the Trustee may amend this Indenture or the Securities without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding and affected by such amendment (including consents obtained in connection with a tender offer or exchange for the Securities), and any existing Default (subject to Article 6) or compliance with any provision of this Indenture or the Securities may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities affected (including consents obtained in connection with a purchase of or tender offer or exchange offer for Securities). However, without the consent of each Holder Securityholder of the Securities affected, an amendment or waiver may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal of or extend the Stated Maturity of any Security; (iv4) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (v5) make any Security payable in money other than that stated in the Security; (vi6) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder Securityholder under Article 10 or Article 12; (vii7) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or (viii) 8) modify the Senior Subordinated Guarantees in any manner adverse to the Holders; or (9) impair the right of any Holder to receive payment of principal of, or interest on such Holder's Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder's Securities. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment or waiver under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative representative thereof authorized to give a consent) consent to such change. After an amendment or waiver under this Section 9.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendmentamendment or waiver. The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment or waiver under this Section 9.02.

With Consent of Holders. (a) The Company, the Guarantors and the Trustee may amend this Indenture or the Securities without notice to any Holder but with With the written consent of the Holders of at least a majority in principal amount aggregate Principal Amount at Maturity of the Securities then outstanding (including consents obtained in connection with a tender offer at the time outstanding, the Company and the Trustee may amend this Indenture or exchange for the Securities). However, without the consent of each Holder Securityholder affected, an amendment to this Indenture or the Securities may not: (i1) reduce make any change to the amount Principal Amount at Maturity of Securities whose Holders must consent to an amendment; (ii2) make any change in the manner or rate of accrual in connection with Original Issue Discount, reduce the rate of interest referred to in paragraph 1 of the Securities, reduce the rate of interest referred to in Section 10.01 upon the occurrence of a Tax Event, or extend the time for payment of interest Original Issue Discount or additional interest interest, if any, on any Security; (iii3) reduce the principal Principal Amount at Maturity, Restated Principal Amount or the Issue Price of or extend the Stated Maturity of any Security; (iv4) reduce the premium payable upon the redemption Redemption Price, Purchase Price or Change in Control Purchase Price of any Security or change the time at which any Security may be redeemed in accordance with Article 3Security; (v5) make any Security payable in money or securities other than that stated in the Security; (vi) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder under Article 10 or Article 12; (vii6) make any change in Section 6.04 or 6.04, Section 6.07 or the second sentence of this Section 9.02, except to increase any percentage set forth therein; (7) make any change that adversely affects the right to convert any Security; or (viii) modify 8) make any change that adversely affects the Senior Subordinated Guarantees right to require the Company to purchase the Securities in any manner adverse to accordance with the Holdersterms thereof 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders each Holder a notice briefly describing such the amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. (a) The Company, Company when authorized by a resolution of the Guarantors Board of Directors of the Company and the Trustee may amend this Indenture or the Securities Debentures without notice to any Holder Debentureholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained Debentures; provided, however, that no amendment may be made to Section 4.08 without the written consent of the Holders of at least 66 2/3% in connection with a tender offer or exchange for principal amount of the Securities)Debentures. However, without the consent of each Holder Debentureholder affected, an amendment may not: (i1) reduce the amount of Securities Debentures whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any SecurityDebenture; (iii3) reduce the principal of or extend the Stated Maturity of any SecurityDebenture; (iv4) reduce the premium payable upon the redemption of any Security Debenture or change the time at which any Security Debenture may be redeemed in accordance with Article 3; (v5) make any Security Debenture payable in money other than that stated in the SecurityDebenture; (vi6) impair the right of any Holder to receive payment of principal of and interest on such Holder's Debentures on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder's Debentures; (7) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder Debentureholder under Article 10 or Article 12;10; or (vii) 8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or (viii) modify the Senior Subordinated Guarantees in any manner adverse to the HoldersSection. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness Debt then outstanding unless the holders of such Senior Indebtedness Debt (or any group or Representative representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders Debentureholders a notice briefly describing such amendment. The failure to give such notice to all HoldersDebentureholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The Company, the Guarantors and the Trustee when authorized by a Board Resolution, may modify, amend or supplement this Indenture or the Securities without notice to any Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities. Subject to Section 6.07, the Holders of a majority in aggregate principal amount of the outstanding Securities then outstanding (including consents obtained in connection may waive compliance by the Company with a tender offer any provision of this Indenture or exchange for the Securities)Securities without notice to any other Holder. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not: (i1) change the stated maturity of the Securities; (2) reduce the amount of Securities whose Holders must consent to an amendmentprincipal, premium, if any, or interest on the Securities; (ii3) reduce change the rate place of payment from New York, New York or extend change the time for currency in which the Securities are payable; (4) waive a default in the payment of interest the principal of, premium, if any, or additional interest on any Security; (iii) reduce the principal of or extend the Stated Maturity of any Security; (iv) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (v) make any Security payable in money other than that stated in the Security; (vi5) make any change in Section 6.04, Section 6.07 or this Section 9.02; (6) modify the provisions of Article 10 or Twelve in a materially adverse manner to the Holders; or (7) make any change that adversely affects the right to convert any Security. Furthermore, an amendment under this Article 12 Nine may not make any change that adversely affects the rights of any Holder holder of Senior Indebtedness under Article 10 or Article 12; (vii) make any Twelve unless the holders of such Senior Indebtedness consent to such change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or (viii) modify the Senior Subordinated Guarantees in any manner adverse pursuant to the Holdersterms governing such Senior Indebtedness. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After Promptly after an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders a notice briefly describing such the amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. (a) The Company, the Guarantors Issuers and the Trustee may amend this Indenture or the Securities without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder Securityholder affected, an amendment may not: (ia) reduce the principal amount of Securities whose the Holders of which must consent to an amendment; (iib) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iiic) reduce the principal of or extend the Stated Maturity stated maturity of any Security; (ivd) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (ve) make any Security payable in money other than that stated in the Security; (vif) make any change in Article 10 or Article 12 that adversely affects impair the rights right of any Holder under Article 10 to receive payment of principal of, and interest on, such Holder’s Securities on or Article 12after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Securities; (viig) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or (viiih) modify make any change that adversely affects any Holder’s right to require the Senior Subordinated Guarantees in any manner adverse Issuers to the Holderspurchase Securities. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company Issuers shall mail to Holders all affected Securityholders a notice briefly describing such amendment. The failure to give such notice to all Holderssuch Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The CompanyIssuers, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder affected, an amendment may not: (i) reduce the amount of Securities whose Holders must consent to an amendment; (ii) reduce the rate of or extend the time for payment of interest or (including additional interest interest, if any) on any Security; (iii) reduce the principal of or extend the Stated Maturity of any Security; (iv) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (v) make any Security payable in money other than that stated in the Security; (vi) make any change in Article 10 or Article 12 that adversely affects impair the rights right of any Holder under Article 10 to receive payment of principal of, and interest (including additional interest, if any) on, such Holder's Securities on or Article 12after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder's Securities; (vii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or (viii) modify the Senior Subordinated Subsidiary Guarantees in any manner adverse to the Holders. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company Issuers shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. (a) The Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities (including the obligations of the Company to make a Change of Control Offer pursuant to Section 4.08 of this Indenture) without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange for offer for, the Securities) and any past default or compliance with any provisions may also be waived with the consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Securities). However, without the consent of each Holder affectedaffected thereby, an amendment or waiver may not: (i) reduce the amount of Securities whose Holders must consent to an amendment; (ii) reduce the rate of or extend the time for payment of interest or additional interest any Additional Interest on any Security; (iii) reduce the principal of or extend the Stated Maturity of any Security; (iv) reduce change the premium payable upon provisions applicable to the redemption of any Security as described under Article 3 of this Indenture or change Section 5 of the time at which any Security may be redeemed in accordance with Article 3Securities; (v) make any Security payable in money other than that stated in the Security; (vi) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder under Article 10 or Article 12; (vii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; (vii) make any change in the ranking or priority of any Securities that would adversely affect the Holders; or (viii) modify the Senior Subordinated Guarantees make any change in, or release other than in accordance with this Indenture, any manner adverse to Subsidiary Guarantee that would adversely affect the Holders. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. (a) The Company, the Guarantors and the Trustee may amend this Indenture or the Securities without notice to any Holder but Notes with the written consent of the Holders of at least a majority in aggregate principal amount of the Securities Notes of all series affected by such amendment then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities)outstanding. However, without Without the consent of each Holder affected, an amendment or waiver may not: (i1) reduce the amount of Securities Notes whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest on any Note, or additional amend the Company’s right to defer interest on any Securitythe Notes in a manner adverse to the Holders; (iii3) reduce the principal of or extend the Stated Maturity of any SecurityNote; (iv4) reduce the premium payable upon the redemption of any Security Note or change the time at which any Security Note may be redeemed in accordance with Article 3; (v5) make any Security Note payable in money other than that stated in the SecurityNote; (vi6) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder under Article 10 or Article 12; (vii7) impair the right of any Holder to receive payment of principal of, 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 with respect to such Holder’s Notes; (8) except in connection with an offer by the Company to purchase all of the Notes (in which case a majority in principal amount of Notes will be sufficient) (A) make any change to the provisions of Section 4.05 of this Indenture that eliminate the prohibition on paying dividends while interest is being deferred, while any previously Deferred Interest remains unpaid or during a Dividend Suspension Period or the continuance of any Event of Default; (B) make a change to lower the Interest Coverage Ratio threshold for a Dividend Suspension Period or make a change to paragraph (c) of Section 4.04 that would have the effect of increasing the amounts permitted to be distributed in respect of the Company’s Capital Stock; (C) waive an Event of Default under Section 6.01(k); or (9) make any change in Section 6.04 the amendment provisions which require each Holder’s consent or 6.07 or in the second sentence of this Section 9.02waiver provisions; or (viii10) modify the Senior Subordinated Guarantees in any manner adverse to the Holders. 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, but it shall be sufficient if such consent approves the substance thereof. An Notwithstanding the foregoing, an amendment or waiver under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative representative thereof authorized to give a consent) consent in writing to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. (a) The Company, the Guarantors Company and the Trustee may amend this Indenture or the Securities without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder affectedSecurityholder affected thereby, an amendment amendment, supplement or waiver may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment;; 75 (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal of or extend the Stated Maturity of any Security; (iv4) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (v5) make any Security payable in money other than that stated in the Security; (vi6) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder Securityholder under Article 10 or Article 12;10; or (vii7) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or (viii) modify the Senior Subordinated Guarantees in any manner adverse to the HoldersSection. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without Without the consent of each Holder Securityholder affected, however, an amendment may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal of or extend the Stated Maturity of any Security; (iv4) reduce the premium payable upon a required purchase (to the extent the Company has at the time become obligated by the terms of the Indenture to effect a required purchase) or the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 33 and paragraph 5 of the Securities; (v5) make any Security payable in money other than that stated in the Security; (vi6) make any change in Article 10 or Article 12 or that adversely affects the rights of any Holder Securityholder under Article 10 or Article 12; (vii7) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02Section; or (viii) modify the Senior Subordinated Guarantees 8) make any change in any manner adverse to Subsidiary Guarantee that would adversely affect the HoldersSecurityholders. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The CompanyWith the written consent of ------------------------------------- the Holders of at least a majority in aggregate Principal Amount at Maturity of the Securities at the time outstanding, the Guarantors Company and the Trustee may amend this Indenture or the Securities without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder Securityholder affected, an amendment to this Indenture or the Securities may not: (i1) reduce make any change to the amount provisions of Securities whose Holders must consent this Indenture that relate to an amendmentmodifying or amending this Indenture; (ii2) make any change in the manner of calculation or rate of accrual in connection with Original Issue Discount, reduce the rate of interest referred to in paragraph 1 of the Securities, reduce the rate of interest referred to in Section 10.01 upon the occurrence of a Tax Event, or extend the time for payment of interest Original Issue Discount or additional interest interest, if any, on any Security; (iii3) reduce the principal Principal Amount at Maturity, Restated Principal Amount or the Issue Price of or extend change the Stated Maturity of any Security; (iv4) reduce the premium payable upon the redemption Redemption Price, Purchase Price or Change in Control Purchase Price of any Security or change the time at which any Security may be redeemed in accordance with Article 3Security; (v5) make any Security payable in money or securities other than that stated in the Security; (vi) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder under Article 10 or Article 12; (vii6) make any change in Section 6.04 or 6.04, Section 6.07 or the second sentence of this Section 9.02, except to increase any percentage set forth therein; (7) make any change that adversely affects the right to convert any Security; (8) make any change that adversely affects the right to require the Company to purchase the Securities in accordance with the terms thereof and this Indenture; or (viii9) modify impair the Senior Subordinated Guarantees in right to institute suit for the enforcement of any manner adverse to payment with respect to, or conversion of, the HoldersSecurities. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders each Holder a notice briefly describing such the amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. (a) The Company, the Guarantors Company and the Trustee may amend this Indenture or the Securities without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without Without the consent of each Holder Securityholder affected, however, an amendment may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal of or extend the Stated Maturity of any Security; (iv4) reduce the premium payable upon a required purchase (to the extent the Company has at the time become obligated by the terms of the Indenture to effect a required purchase) or the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (v5) make any Security payable in money other than that stated in the Security; (vi6) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder Securityholder under Article 10 or Article 1210; (vii7) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02Section; or (viii) modify the Senior Subordinated Guarantees 8) make any change in any manner adverse to Subsidiary Guaranty that would adversely affect the HoldersSecurityholders. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 the fourth paragraph of Section 11.01 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The Company, the Guarantors and the Trustee may amend this Indenture Indenture, the Security Documents or the Securities without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder affectedSecurityholder affected thereby, an amendment may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal amount of or extend change the Stated Maturity of any Security; (iv4) reduce the premium amount payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (v5) make any Security payable in money other than that stated in the Security; (vi6) make any change changes in Article 10 the ranking or Article 12 that adversely affects the rights priority of any Holder under Article 10 or Article 12Security that would adversely affect the Securityholders; (vii7) make any change in Section 6.04 or 6.04, 6.07 or the second sentence of this Section 9.02; (8) impair the right of any holder of the Securities to receive payment of principal of and interest on such holder's Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder's Securities; (9) make any change in the amendment provisions which require each holder's consent or in the waiver provisions; (10) make any change in, or release other than in accordance with the Indenture, any Security Guarantee that would adversely affect the Securityholders; or (viii11) modify the Senior Subordinated Guarantees make any change in any manner adverse to Security Document or the Holdersprovisions in this Indenture dealing with Security Documents or application of proceeds of the Collateral that would adversely affect the Securityholders. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The Company, the Subsidiary Guarantors and the Trustee may amend amend, or waive any past Default of noncompliance with any provision of, this Indenture or the Securities without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder affectedaffected thereby, an amendment or waiver may not, among other things: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal amount of or extend the Stated Maturity of any Security; (iv4) reduce the premium amount payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (v5) make any Security payable in money other than that stated in the Security; (vi6) impair the right of any Holder to receive payment of principal of and interest on such Holder's Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder's Securities; (7) make any change in Article 10 the amendment provisions that requires each Holder's consent or Article 12 that adversely affects in the rights of any Holder under Article 10 or Article 12waiver provisions; (vii8) make any change in the ranking or priority of any Security that would adversely affect the Holders; or (9) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or (viii) modify the Senior Subordinated Guarantees in any manner adverse to Subsidiary Guaranty that would adversely affect the Holders. It shall not be necessary for the consent of the Holders under this Section 9.02 Indenture to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 Indenture becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendment. The However, the failure to give such notice to all HoldersSecurityholders, or any defect therein, shall will not impair or affect the validity of an amendment under this Section 9.02the amendment.

With Consent of Holders. (a) The Company, the Guarantors Company and the Trustee may amend this Indenture or the Securities Notes without notice to any Holder Noteholder but with the written consent of the Holders of at least a majority in principal amount of the Securities Notes then outstanding (including consents obtained in connection and any past Default or compliance with any provisions may also be waived with the consent of the Holders of not less than a tender offer or exchange for majority of the Securities)principal amount of Notes then outstanding. However, without the consent of each Holder Noteholder affected, an amendment may not: (i1) reduce the amount of Securities Notes whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any SecurityNote; (iii3) reduce the principal of or extend the Stated Maturity of any SecurityNote; (iv4) reduce the premium payable upon the redemption of any Security Note or change the time at which any Security may Note must be redeemed in accordance with Article 3III; (v5) make any Security Note payable in money other than that stated in the SecurityNote; (vi6) make any change in Article 10 X or Article 12 XII that adversely affects the rights of any Holder Noteholder under Article 10 X or Article 12XII; (vii7) make any change in Section 6.04 or Section 6.07 or the second sentence of this Section 9.02; or (viii) modify the Senior Subordinated Guarantees 8) make any change in any manner adverse to Note Guarantee that would adversely affect the HoldersNoteholders. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 X or Article 12 XII of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders Noteholders a notice briefly describing such amendment. The failure to give such notice to all HoldersNoteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The Company, the Guarantors and the Trustee may amend this Indenture or the Securities without notice to any Holder but with With the written consent of the Holders of at least a majority in principal amount aggregate Principal Amount of the Securities then outstanding (including consents obtained in connection with a tender offer at the time outstanding, the Company and the Trustee may amend this Indenture or exchange for the Securities). However, without the consent of each Holder Securityholder affected, an amendment amendment, supplement or waiver to this Indenture or the Securities may not: (i1) reduce the amount percentage in Principal Amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of interest referred to in paragraph 1 of the Securities, or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal of Principal Amount with respect to any Security, or extend the Stated Maturity of any Security; (iv4) reduce the premium payable upon the redemption Redemption Price, Make Whole Payment, Repurchase Price or Fundamental Change Redemption Price of any Security or change the time at which any Security may be redeemed in accordance with Article 3Security; (v5) make any Security payable in money or securities other than that stated in the Security; (vi6) make any change in Article 10 Sections 6.02 or Article 12 6.04 or this Section 9.02, except to increase any percentage set forth therein; (7) make any change that adversely affects the rights of right to convert any Holder under Article 10 or Article 12Security; (vii) 8) make any change that adversely affects the right to require the Company to purchase the Securities in Section 6.04 or 6.07 or accordance with the second sentence of terms thereof and this Section 9.02Indenture, except as otherwise provided herein; or (viii9) modify impair the Senior Subordinated Guarantees in right to institute suit for the enforcement of any manner adverse to payment with respect to, or conversion of, the HoldersSecurities. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders each Holder a notice briefly describing such the amendment. The Any failure to give mail such notice to all Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under this Section 9.02any such amendment, supplement or waiver.

With Consent of Holders. (a) The Company, the Guarantors Subsidiary Guarantor and the Trustee may amend this Indenture Indenture, or the Securities without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding (voting as a single class) (including consents obtained in connection with a tender offer or for, exchange for or purchase of the Securities). However, without the consent of each Holder affectedSecurityholder affected thereby, an amendment may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal amount of or extend the Stated Maturity of any Security; (iv4) reduce the premium amount payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (v5) make any Security payable in money other than that stated in the Security; (vi6) impair the right of any Securityholder to receive payment of principal of and interest on such Securityholder’s Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Securityholder’s Securities; (7) make any change changes in Article 10 the ranking or Article 12 that adversely affects the rights priority of any Holder under Article 10 or Article 12Security that would adversely affect the Securityholders; (vii) 8) make any change in Section 6.04 6.04, 6.07 or 6.07 6.10 or the second sentence of this Section 9.02Section; (9) make any change in any Guaranty that would adversely affect the Securityholders in any material respect; or (viii10) modify reduce the Senior Subordinated Guarantees in percentage of the principal amount of outstanding securities necessary for amendment to or waiver of compliance with any manner adverse to provision of this Indenture or the HoldersSecurities or for waiver of any default. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness of the Company or of a Subsidiary Guarantor then outstanding unless the holders of such Senior Indebtedness (or any group or Representative representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. (a) The Company, Sub ----------------------- Co-Issuer, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder affected, an amendment may not: (i) reduce the amount of Securities whose Holders must consent to an amendment; (ii) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii) reduce the principal of or extend the Stated Maturity of any Security; (iv) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (v) make any Security payable in money other than that stated in the Security; (vi) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder under Article 10 or Article 12; (vii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or (viii) modify the Senior Subordinated Guarantees any Subsidiary Guarantee in any manner adverse to the Holders. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness of the Company or Sub Co-Issuer then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company and Sub Co-Issuer shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. (a) The CompanyExcept as provided below in this Section 11.2, the Guarantors and the Trustee may amend this Indenture or the Securities without notice to may be amended, modified or supplemented, and noncompliance in any Holder but particular instance with any provision of this Indenture or the Securities may be waived, in each case with the written consent or affirmative vote of the Holders of at least a majority in of the principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer at the time outstanding. Without the written consent or exchange for the Securities). However, without the consent affirmative vote of each Holder affectedof Securities affected thereby (in addition to the written consent or the affirmative vote of the holders of at least a majority of the principal amount of the Securities at the time outstanding), an amendment or waiver under this Section 11.2 may not: (ia) reduce change the maturity of the principal amount of, or the payment date of Securities whose Holders must consent to an amendment; (ii) reduce the rate of or extend the time for payment any installment of interest or additional interest on on, any Security; (iiib) reduce the principal of amount of, or extend interest on, or the Stated Maturity of Redemption Price, Purchase Price or Fundamental Change Purchase Price of, any Security; (ivc) reduce change the premium payable upon currency of payment of principal amount of, or interest on, or the redemption of Redemption Price, Purchase Price or Fundamental Change Purchase Price of, any Security or change the time at which any Security may be redeemed in accordance with Article 3from U.S. Dollars; (vd) make impair or adversely affect the rate of accrual of interest on any Security payable in money other than that stated in Security, or the manner of calculation thereof; (e) impair the right of any Holder to institute suit for the enforcement of any payment or with respect to, or conversion of, any Security; (vif) make any change modify the obligation of the Company to maintain an agency in Article 10 or Article 12 that adversely affects the rights of any Holder under Article 10 or Article 12New York, New York pursuant to Section 6.5; (viig) make impair or adversely affect the conversion rights of the Holder of the Securities as provided in Article XIII; (h) impair or adversely affect the purchase rights of the Holders of the Securities as provided in Article IV or Article V; (i) modify the optional redemption provisions of Article III in a manner adverse to the Holders of the Securities; (j) modify Article XII in a manner adverse to any change Holders of the Securities; (k) reduce the percentage of the principal amount of the outstanding Securities the written consent or affirmative vote of whose Holders is required for any such amendment, modification, supplement or waiver; (l) reduce the percentage of the principal amount of the outstanding Securities the written consent or affirmative vote of whose Holders is required for any waiver of any past Default provided for in Section 6.04 or 6.07 or the second sentence of this Section 9.02Indenture; or (viiim) modify the Senior Subordinated Guarantees waive any matter set forth in any manner adverse to the HoldersSection 8.4(a), Section 8.4(b), or Section 8.4(c). It shall not be necessary for the consent of the Holders under this Section 9.02 11.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 11.2 becomes effective, the Company shall mail to Holders each Holder a notice briefly describing such the amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under Nothing contained in this Section 9.0211.2 shall impair the ability of the Company and the Trustee to amend this Indenture or the Securities without the consent of any Holder to provide for the assumption of the Company's obligations to the Holders of Securities in the case of a merger, consolidation, conveyance, transfer, sale, lease or other disposition pursuant to Article VII.

With Consent of Holders. (a) The Company, the Guarantors Company and the Trustee may amend this Indenture or the Securities without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder affectedSecurityholder affected thereby, an amendment may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal of or extend the Stated Maturity of any Security; (iv4) reduce the premium amount payable upon the redemption of any Security or change the time at which any Security may or shall be redeemed in accordance with Article 3; (v5) make any Security payable in money other than that stated in the Security; (vi6) impair the right of any holder of the Securities to receive payment of principal of and interest on such holder's Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder's Securities; (7) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder Securityholder under Article 10 or Article 1210; (vii) 8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02Section; (9) make any change in the Parent Guaranty or any Subsidiary Guaranty (including the subordination provisions of any such Guaranty) that would adversely affect the Securityholders; or (viii10) modify make any change in the Senior Subordinated Guarantees in any manner adverse to provisions described under paragraph 6 of the HoldersSecurities. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The CompanyExcept as provided below and subject to Sections 2.8 and 2.9, the Guarantors Company and the Trustee may amend this Indenture or the Securities without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection Securities. Upon the written request of the Company signed by two Officers, accompanied by a resolution of the Board of Directors of the Company authorizing the execution of any such supplemental indenture, and upon the filing with a tender offer or exchange for the Securities). However, without Trustee of evidence of the consent of each Holder affectedthe Securityholders as aforesaid, an amendment may not: (i) reduce the amount of Securities whose Holders must consent Trustee, subject to an amendment; (ii) reduce Section 8.6, shall join with the rate of or extend the time for payment of interest or additional interest on any Security; (iii) reduce the principal of or extend the Stated Maturity of any Security; (iv) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (v) make any Security payable in money other than that stated Company in the Security; (vi) make any change in Article 10 or Article 12 that adversely affects the rights execution of any Holder under Article 10 or Article 12; (vii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or (viii) modify the Senior Subordinated Guarantees in any manner adverse to the Holderssuch supplemental 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder holders of Senior Indebtedness then outstanding under Article 9 or Sections 5.1, 5.2 or 5.9 unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such the change. After an amendment or waiver under this Section 9.02 8.2 becomes effective, the Company shall mail to Holders the Holder of each Security affected thereby a notice briefly describing the amendment or waiver. Any failure of the Company to mail such amendment. The failure to give such notice to all Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of any such supplemental indenture. The Holders of at least a majority in principal amount of the Securities then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities. Without the consent of each Securityholder affected, however, an amendment or waiver under this Section 9.02may not: (i) change the amount of Securities whose Holders must consent to an amendment or waiver; (ii) reduce the rate of or change the time for payment of interest including, without limitation, default interest and additional interest payable pursuant to the Registration Rights Agreement on any Security; (iii) reduce the principal of any Security or change the time for payment thereof; (iv) make any Security payable in money other than that stated in the Security; (v) make any change in Section 5.4, 5.7 or the first or fourth paragraphs of this Section 8.2; (vi) make any change in Article 9 that adversely affects in any manner the rights of any Securityholder; or (vii) waive a Default in the payment of principal of or interest on, or premium, if any, with respect to, any Security.

With Consent of Holders. (a) The Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder affectedSecurityholder affected thereby, an amendment or waiver may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal of or extend change the Stated Maturity of any Security; (iv4) reduce change the premium payable upon provisions applicable to the redemption of any Security or change the time at which any Security may be redeemed contained in accordance with Article 3; (v5) make any Security payable in money other than that stated in the Security; (vi6) make any change in, the amendment provisions which require each Holder's consent or in Article 10 or Article 12 that adversely affects the rights of any Holder under Article 10 or Article 12waiver provisions; (vii7) make any changes in the ranking or priority of any Security that would adversely affect the Securityholders; (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02Section; (9) make any change in, or release other than in accordance with this Indenture, any Subsidiary Guaranty that would adversely affect the Securityholders; or (viii10) modify make any change in Section 4.14 that adversely affects the Senior Subordinated Guarantees rights of any Securityholder or amend the terms of the Securities or this Indenture in a way that would result in the loss of an exemption from any manner adverse to of the HoldersTaxes described therein. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder affectedaffected thereby, an amendment may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal amount of or extend the Stated Maturity of any Security; (iv4) reduce the premium amount payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (v5) make any Security payable in money other than that stated in the Security; (vi6) make any change changes in Article 10 the ranking or Article 12 that adversely affects the rights priority of any Holder under Article 10 or Article 12Security that would adversely affect the Holders; (vii7) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02Section; or (viii) modify the Senior Subordinated Guarantees 8) make any change in any manner adverse to Subsidiary Guaranty that would adversely affect the Holders. Securityholders; or 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The Company, the Guarantors Company and the Trustee may amend this Indenture or the Securities without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of 80% or more in principal amount of the Securities then outstanding, the Company may not (with respect to any Securities held by a non-consenting Securityholder) make any change to Article 10 (or the defined terms used therein) that would adversely affect the Securityholders. In addition, without the consent of each Holder affectedSecurityholder affected thereby, an amendment or waiver may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal of or extend the Stated Maturity of any Security; (iv4) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (v5) make any Security payable in money other than that stated in the Security;; or (vi) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder under Article 10 or Article 12; (vii6) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or (viii) modify the Senior Subordinated Guarantees in any manner adverse to the HoldersSection. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The Company, the Guarantors Company and the Trustee may amend or supplement this Indenture or the Securities without notice to any Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Securities then at the time outstanding, and the Holders of a majority in aggregate principal amount of the Securities at the time outstanding (including consents obtained in connection may waive compliance by the Company with a tender offer any provision of this Indenture or exchange for the Securities). However, without the consent of each Holder Securityholder affected, an amendment amendment, supplement or waiver under this Section may not: (i1) change the stated maturity date of the principal of any Security or adversely affect the right of a Holder to convert any Security; (2) reduce the principal amount, Purchase Price or Change of Control Purchase Price of, or premium, if any, or interest, if any, on any Security; (3) change the currency for payment of principal of, and interest, if any, on any Security; (4) impair the right to institute suit for the enforcement of any payment on or with respect to any Security; (5) reduce the principal amount of Securities at the time outstanding whose Holders must consent to an amendmentamendment or supplement of this Indenture or the waiver of defaults or compliance with conditions hereunder; (ii) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii) reduce the principal of or extend the Stated Maturity of any Security; (iv) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (v) make any Security payable in money other than that stated in the Security; (vi6) make any change in Article 10 Section 7.04, 7.07 or this 10.02 (second sentence); or (7) modify the subordination provisions set forth in Article 12 in a manner that adversely affects the rights of any a Holder An amendment under Article 10 or Article 12; (vii) this Section may not make any change in Section 6.04 or 6.07 or that adversely affects the second sentence rights under Article 12 of this Section 9.02; or (viii) modify any holder of an issue of Senior Indebtedness unless the Senior Subordinated Guarantees in any manner adverse holders of the issue pursuant to its terms consent to the Holderschange. 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. An amendment under this Section 9.02 The Company may not make any change that adversely affects establish, by delivery of an Officers’ Certificate to the rights under Article 10 or Article 12 Trustee, a record date for determining Securityholders of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized record entitled to give a consent) any consent to such changeor waiver. After an amendment or supplement under this Section 9.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing the amendment or supplement. Any failure of the Company to mail any such amendment. The failure to give such notice to all Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under this Section 9.02any supplemental indenture.

With Consent of Holders. (a) The Company, the Guarantors and the Trustee may amend this Indenture or the Securities without notice to any Holder but with With the written consent of the Holders of at least a majority in principal amount aggregate Principal Amount at Maturity of the Securities then outstanding (including consents obtained in connection with a tender offer at the time outstanding, the Company and the Trustee may amend this Indenture or exchange for the Securities). However, without the consent of each Holder Securityholder affected, an amendment to this Indenture or the Securities may not: (i1) reduce change the amount provisions of Securities whose Holders must consent this Indenture that relate to an amendmentmodifying or amending this Indenture; (ii2) make any change in the manner or rate of accrual in connection with Original Issue Discount, make any change in the manner of calculation of, or that adversely affects the right to receive, contingent interest, reduce the rate of interest referred to in Section 10.01 upon the occurrence of a Tax Event, or extend the time for payment of interest Original Issue Discount or additional interest interest, if any, on any Security; (iii3) reduce the principal Principal Amount at Maturity, Restated Principal Amount or the Issue Price of or extend change the Stated Maturity of any Security; (iv4) reduce the premium payable upon the redemption Redemption Price, Purchase Price or Change in Control Purchase Price of any Security or change the time at which any Security may be redeemed in accordance with Article 3Security; (v5) make any Security payable in money or securities other than that stated in the Security; (vi) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder under Article 10 or Article 12; (vii6) make any change in Section 6.04 or 6.04, Section 6.07 or the second sentence of this Section 9.02, except to increase any percentage set forth therein; (7) make any change that adversely affects the right to convert any Security; (8) make any change that adversely affects the right to require the Company to purchase the Securities in accordance with the terms thereof and this Indenture; (9) impair the right to institute suit for the enforcement of any payment with respect to, or conversion of, the Securities; or (viii10) modify release any Guarantor from any of its obligations under its Guarantee other than in accordance with the Senior Subordinated Guarantees in any manner adverse to the Holdersterms of 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders each Holder a notice briefly describing such the amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. (a) The Company, the Guarantors Company and the Trustee may amend this Indenture or the Securities without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder affectedSecurityholder affected thereby, an amendment may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal of or extend the Stated Maturity of any Security; (iv4) reduce the premium payable upon the redemption of any Security or change the time at which any Security may or shall be redeemed in accordance with Article 3; (v5) make any Security payable in money other than that stated in the Security; (vi6) impair the right of any holder of the Securities to receive payment of principal of and interest on such holder's Securities on or after the 80 72 due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder's Securities; (7) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder Securityholder under Article 10 or Article 1210; (vii) 8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02Section; (9) make any change in the Parent Guaranty or any Subsidiary Guaranty (including the subordination provisions of any such Guaranty) that would adversely affect the Securityholders; or (viii10) modify make any change in the Senior Subordinated Guarantees in any manner adverse to provisions described under paragraph 6 of the HoldersSecurities. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The Company, the Guarantors Guarantor and the Trustee may amend this Indenture Indenture, the Rio Guarantee or the Securities without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained Securities, provided, however, that no amendment may he made to Section 4.08 without the written consent of the Holders of at least 75% in connection with a tender offer or exchange for principal amount of the Securities). However, without the consent of each Holder Securityholder affected, an amendment may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal of or extend the Stated Maturity of any Security; (iv4) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (v5) make any Security payable in money other than that stated in the Security; (vi6) make any change in Article 10 or Article 12 11 that adversely affects the rights of any Holder Securityholder under Article 10 or Article 12;11; or (vii7) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or (viii) modify the Senior Subordinated Guarantees in any manner adverse to the HoldersSection. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 11 of any holder of Senior Indebtedness or Senior Indebtedness of Guarantor then outstanding unless the holders of such Senior Indebtedness or Senior Indebtedness of Guarantor, as the case may be (or any group or Representative representative thereof authorized to give a consent) ), consent to such change. After an amendment under this Section 9.02 becomes effective, the Company Company, or the Trustee at the Company's request and expense, shall mail to Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder affectedSecurityholder affected thereby, an amendment or waiver may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal of or extend change the Stated Maturity of any Security; (iv4) reduce change the premium payable upon provisions applicable to the redemption of any Security or change the time at which any Security may be redeemed contained in accordance with Article 3; (v5) make any Security payable in money other than that stated in the Security; (vi6) make any change in, the amendment provisions which require each Holder’s consent or in Article 10 or Article 12 that adversely affects the rights of any Holder under Article 10 or Article 12waiver provisions; (vii7) make any changes in the ranking or priority of any Security that would adversely affect the Securityholders; (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02Section; (9) make any change in, or release other than in accordance with this Indenture, any Subsidiary Guaranty that would adversely affect the Securityholders; or (viii10) modify make any change in Section 4.14 that adversely affects the Senior Subordinated Guarantees rights of any Securityholder or amend the terms of the Securities or this Indenture in a way that would result in the loss of an exemption from any manner adverse to of the HoldersTaxes described therein. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The Company, the Guarantors Company and the Trustee ------------------------ may amend this Indenture or the Securities without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder affectedSecurityholder affected thereby, an amendment may not: (i1) reduce the principal amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal of or extend the Stated Maturity of any Security; (iv4) reduce the premium amount payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3III; (v5) make any Security payable in money other than that stated in the Security; (vi6) make any change in Article 10 or Article 12 X that adversely affects the rights of any Holder Securityholder under Article 10 or Article 12;X; or (vii7) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or (viii) modify the Senior Subordinated Guarantees in any manner adverse to the HoldersSection. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 X of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all HoldersSecurityholders, or any defect 122 therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities)) and any past Default or compliance with any provisions may also be waived with the consent of the Holders of at least a majority in principal amount of the Securities then outstanding. However, without the consent of each Holder affectedSecurityholder affected thereby, an amendment or waiver may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal of or extend change the Stated Maturity of any Security; (iv4) reduce change the premium payable upon provisions applicable to the redemption of any Security or change the time at which any Security may be redeemed contained in accordance with Article 33 hereof; (v5) make any Security payable in money other than that stated in the Security; (vi6) make any change changes in Article 10 the ranking or Article 12 that adversely affects the rights priority of any Holder under Article 10 or Article 12Security that would adversely affect the Securityholders; (vii7) make any change in Section 6.04 or 6.07 or the second sentence of this Section; (8) at any time after the occurrence of a Change of Control, reduce the amount payable by the Company upon the purchase of Securities surrendered by Holders pursuant to Section 9.024.08, or change the time by which the Company must make a Change of Control Offer and/or purchase the Securities surrendered by Holders pursuant to Section 4.08; or (viii9) modify make any change in, or release other than in accordance with this Indenture, any Subsidiary Guaranty that would adversely affect the Senior Subordinated Guarantees in any manner adverse to the HoldersSecurityholders. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The CompanyWith the written consent of ----------------------------------- the Holders of at least a majority in aggregate Principal Amount at Maturity of the Securities at the time outstanding, the Guarantors Company and the Trustee may amend this Indenture or the Securities without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder Securityholder affected, an amendment to this Indenture or the Securities may not: (i1) reduce make any change in the amount manner or rate of Securities whose Holders must consent to an amendment; (ii) accretion in connection with Issue Discount, reduce the rate of interest (including contingent interest) referred to in paragraph 1 of the Securities, or extend the time for payment of interest or additional interest Issue Discount on any Security; (iii2) reduce the principal Principal Amount at Maturity or the Issue Price of or extend the Stated Maturity of any Security; (iv3) reduce the premium payable upon the redemption Redemption Price, Purchase Price or Change in Control Purchase Price of any Security or change the time at which any Security may be redeemed in accordance with Article 3Security; (v4) make any Security or interest thereon payable in money or securities other than that stated in the Security; (vi) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder under Article 10 or Article 12; (vii5) make any change in Section 6.04 6.4, Section 6.7 or 6.07 or the second sentence of this Section 9.029.2, except to increase any percentage set forth therein; (6) make any change that adversely affects the right to convert any Security; or (viii7) modify make any change that adversely affects the Senior Subordinated Guarantees right to require the Company to purchase the Securities in any manner adverse to accordance with the Holdersterms thereof and this Indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 9.2 becomes effective, the Company shall mail to Holders each Holder a notice briefly describing such the amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. (a) The Company, the Guarantors Company and the Trustee may amend this Indenture or the Securities without notice to any Holder but enter into a supplemental indenture with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities then outstanding of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for the SecuritiesSecurities of such Series). However, without for the consent purpose of each Holder affected, an amendment may not: (i) reduce adding any provisions to or changing in any manner or eliminating any of the amount provisions of Securities whose Holders must consent to an amendment; (ii) reduce the rate of this Indenture or extend the time for payment of interest or additional interest on any Security; (iii) reduce the principal of or extend the Stated Maturity of any Security; (iv) reduce the premium payable upon the redemption supplemental indenture or of modifying in any Security or change the time at which any Security may be redeemed in accordance with Article 3; (v) make any Security payable in money other than that stated in the Security; (vi) make any change in Article 10 or Article 12 that adversely affects manner the rights of any Holder under Article 10 or Article 12; (vii) make any change the Securityholders of each such Series. Except as provided in Section 6.04 6.13, the Holders of at least a majority in principal amount of the outstanding Securities of each Series affected by such waiver by notice to the Trustee (including consents obtained in connection with a tender offer or 6.07 exchange offer for the Securities of such Series) may waive compliance by the Company with any provision of this Indenture or the second sentence of this Section 9.02; or (viii) modify the Senior Subordinated Guarantees in any manner adverse Securities with respect to the Holderssuch Series. It shall not be necessary for the consent of the Holders of Securities under this Section 9.02 9.2 to approve the particular form of any proposed amendmentsupplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. An amendment After a supplemental indenture or waiver under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 section becomes effective, the Company shall mail to the Holders of Securities affected thereby, a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail or publish such amendment. The failure to give such notice to all Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. (b) Without the consent of each Securityholder affected, an amendment or waiver may not be made that, as to any non-consenting Securityholder: (a) reduce the percentage of principal amount of outstanding Securities whose Holders must consent to an amendment, supplement or waiver; (b) reduce the rate of or change the time for payment of interest (including default interest) on any Security; (c) reduce the principal amount of or the premium, if any, on any Security or change the Stated Maturity of any Security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation; (d) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under this Section 9.02such provisions; (e) reduce the principal amount of Discount Securities payable upon acceleration of the maturity thereof; (f) waive a Default or Event of Default in the payment of the principal of, premium, if any, or interest, if any, on any Security (except a rescission of acceleration of the Securities of any Series by the Holders of at least a majority in principal amount of the outstanding Securities of such Series and a waiver of the payment default that resulted from such acceleration); (g) make the principal of or interest, if any, on any Security payable in any currency other than that stated in the Security; (h) make any change in Sections 6.8, 6.13 or 9.2; or (i) waive a redemption payment with respect to any Security or change any of the provisions with respect to the redemption of any Securities.

With Consent of Holders. (a) The Company, the Guarantors Issuer and ----------------------- the Trustee may amend this Indenture or the Securities without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder affectedSecurityholder affected thereby, an amendment may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal of or extend the Stated Maturity of any Security; (iv4) reduce the premium payable upon the redemption of any Security or change the time at which any Security may or shall be redeemed in accordance with Article 3; (v5) make any Security payable in money other than that stated in the Security; (vi) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder under Article 10 or Article 12; (vii6) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02Section; (7) make any change in any Guaranty (including the subordination provisions of such Guaranty) that would adversely affect the Securityholders; or (viii) modify 8) make any change in the Senior Subordinated Guarantees in any manner adverse to provisions of paragraph 6 of the HoldersSecurities. 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, but it shall be sufficient if such consent approves the substance thereof. Notwithstanding this Section 9.02, any amendment to Article 10 or 12 (or Article 3 of the Subsidiary Guaranty Agreement) that adversely affects the rights of any Securityholder under Article 10 or 12 (or Article 3 of the Subsidiary Guaranty Agreement) will require the consent of Holders of at least 75% in aggregate principal amount of the Securities then outstanding. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or 12 (or Article 12 3 of the Subsidiary Guaranty Agreement) of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company Issuer shall mail to Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The Company, the Guarantors and the Trustee may amend this Indenture Indenture, the Security Documents or the Securities without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder affectedSecurityholder affected thereby, an amendment may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal amount of or extend change the Stated Maturity of any Security; (iv4) reduce the premium amount payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (v5) make any Security payable in money other than that stated in the Security; (vi6) make any change changes in Article 10 the ranking or Article 12 that adversely affects the rights priority of any Holder under Article 10 or Article 12Security that would adversely affect the Securityholders; (vii7) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02Section; (8) impair the right of any holder of the Securities to receive payment of principal of and interest on such holder's Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder's Securities; (9) make any change in the amendment provisions which require each holder's consent or in the waiver provisions; (10) make any change in, or release other than in accordance with the Indenture, any Security Guaranty that would adversely affect the Securityholders; or (viii11) modify the Senior Subordinated Guarantees make any change in any manner adverse to Security Document or the Holdersprovisions in this Indenture dealing with Security Documents or application of proceeds of the Collateral that would adversely affect the Securityholders. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The Company, the Guarantors and the Trustee may amend this Indenture or the Securities without notice to any Holder but with With the written consent of the Holders of at least a majority in principal amount aggregate Principal Amount at Maturity of the Securities then outstanding (including consents obtained in connection with a tender offer at the time outstanding, the Company and the Trustee may amend this Indenture or exchange for the Securities). However, without the consent of each Holder Securityholder affected, an amendment to this Indenture or the Securities may not: (ia) reduce make any change to the amount Principal Amount at Maturity of Securities whose Holders must consent to an amendment; (iib) make any change in the manner or rate of accrual in connection with Original Issue Discount, reduce the rate of interest referred to in paragraph 1 of the Securities, reduce the rate of interest referred to in Section 10.01 upon the occurrence of a Tax Event, or extend the time for payment of interest Original Issue Discount or additional interest interest, if any, on any Security; (iiic) reduce the principal Principal Amount at Maturity, Restated Principal Amount or the Issue Price of or extend the Stated Maturity of any Security; (ivd) reduce the premium payable upon the redemption Redemption Price, Purchase Price or Change in Control Purchase Price of any Security or change the time at which any Security may be redeemed in accordance with Article 3Security; (ve) make any Security payable in money currency other than that stated in the Security; (vi) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder under Article 10 or Article 12; (viif) make any change in Section 6.04 or 6.04, Section 6.07 or the second sentence of this Section 9.02, except to increase any percentage set forth therein; (g) make any change that adversely affects the right to convert any Security; or (viiih) modify make any change that adversely affects the Senior Subordinated Guarantees right to require the Company to purchase the Securities in any manner adverse to accordance with the Holdersterms thereof 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders each Holder a notice briefly describing such the amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. (a) The Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder affected, an amendment may not: (i) reduce the amount of Securities whose Holders must consent to an amendment; (ii) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii) reduce the principal of or extend the Stated Maturity of any Security; (iv) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 33 or paragraph 5 of the Securities; (v) make any Security payable in money other than that stated in the Security; (vi) make any change in Article 10 or Article 12 that adversely affects impair the rights right of any Holder under Article 10 to receive payment of principal of, and interest on, such Holder's Securities on or Article 12after the due dates thereof or to institute suit for the enforcement of any payment on or with respect to such Holder's Securities; (vii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or (viii) modify the Senior Subordinated Subsidiary Guarantees in any manner adverse to the Holders. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. (a) The CompanyWith the written consent of the ----------------------- Holders of at least a majority in aggregate Principal Amount of the Securities at the time outstanding, the Guarantors Company and the Trustee may amend this Indenture or the Securities without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder Securityholder affected, an amendment or supplement to this Indenture or the Securities may not: (i1) reduce make any change to the amount Principal Amount of Securities whose Holders must consent to an amendment; (ii2) make any change to the rate of accrual in connection with Original Issue Discount, reduce the rate of interest referred to in paragraph 1 of the Securities, 66 reduce the rate of interest referred to in Section 12.01 upon the occurrence of a Tax Event or extend the time for payment of interest accrued Original Issue Discount or additional interest interest, if any, on any Security; (iii3) reduce the principal Principal Amount or the Issue Price of or extend the Stated Maturity of any Security; (iv4) reduce the premium amount of cash payable in respect of conversion upon the redemption Company's election to pay cash with respect thereto, the Redemption Price, Purchase Price or Change in Control Purchase Price of any Security or change extend the time at date on which the Purchase Price or Change in Control Purchase Price of any Security may be redeemed in accordance with Article 3is payable; (v5) make any Security payable in money or securities other than that stated in the Security; (vi6) make any change in Article 10 or Article 12 X that adversely affects the rights of any Holder under Article 10 or Article 12Securityholder; (vii7) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02, except to increase any percentage referred to therein, or make any change in Section 6.07; (8) make any change that adversely affects the right to convert any Security (including the right to receive cash in lieu of shares of Series A Common Stock); (9) make any change that adversely affects the right to require the Company to purchase the Securities in accordance with the terms thereof and this Indenture (including the right to receive cash if the Company has elected to pay cash upon such purchase); (10) make any change to the provisions of this Indenture relating to the purchase of Securities at the option of the Holder pursuant to Section 3.08 or 3.09 which change would result in a violation of applicable federal or state securities laws (including positions of the SEC under applicable no-action letters), whether as a result of the exercise or performance of any rights or obligations under such provisions or otherwise; (11) modify the provisions of this Indenture relating to the subordination of the Securities in a manner adverse to the Holders of the Securities; or (viii12) modify impair the Senior Subordinated Guarantees in right to institute suit for the enforcement of any manner adverse to payment with respect to, or conversion of, the HoldersSecurities. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 or Section 9.01 may not make any change that adversely affects the rights under Article 10 or Article 12 X of any holder of Senior Indebtedness then outstanding unless the requisite holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such changechange pursuant to the terms of such Senior Indebtedness. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders each Holder a notice briefly describing such the amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. (a) The Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount outstanding of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without Without the consent of each Holder Securityholder affected, however, an amendment may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal of or extend the Stated Maturity of any Security; (iv4) reduce the premium payable upon a required purchase (to the extent the Company has at the time become obligated by the terms of this Indenture to effect a required purchase) or the redemption of any Security or change the time at date on which any Security may be redeemed in accordance with Article 33 of this Indenture and paragraph 5 of the Securities (except, in any case, for the redemption notice period); (v5) make any Security payable in money other than that stated in the Security; (vi6) impair the right of any Securityholder to receive payment of principal of and interest on such Securityholder’s Security on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Securityholder’s Security; (7) make any change in Article 10 or Article 12 or that adversely affects the rights of any Holder Securityholder under Article 10 or Article 12; (vii) 8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02Section; or (viii9) modify the Senior Subordinated Guarantees make any change in any manner adverse to Subsidiary Guarantee that could adversely affect the HoldersSecurityholders. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The Company, the Guarantors Company and the Trustee may amend this Indenture or the Securities without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder affectedSecurityholder affected thereby, an amendment may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal of or extend the Stated Maturity of any Security; (iv4) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (v5) make any Security payable in money other than that stated in the Security; (vi6) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder Securityholder under Article 10 or Article 12;10; or (vii7) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or (viii) modify the Senior Subordinated Guarantees in any manner adverse to the HoldersSection. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The Company, the Guarantors and the Trustee may amend this Indenture or the Securities without notice to any Holder but with With the written consent of the Holders of at least a majority in principal amount aggregate Principal Amount of the Securities then outstanding (including consents obtained in connection with a tender offer at the time outstanding, the Company, the Guarantor and the Trustee may amend this Indenture or exchange for the Securities). However, without the consent of each Holder Securityholder affected, an amendment to this Indenture or the Securities may not: (i) : reduce the amount percentage in Principal Amount of Securities whose Holders must consent to an amendment; (ii) ; reduce the rate Principal Amount of any Security or extend the time for payment of interest or additional interest on any Security; (iii) ; reduce the principal of Redemption Price, Repurchase Price or extend the Stated Maturity Designated Event Repurchase Price of any Security; (iv) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (v) ; make any Security payable in money or securities other than that stated in the Security; (vi) ; make any change in Article 10 X of the Indenture, or Article 12 this Section 9.02, except to increase any percentage set forth therein; make any change that adversely affects the rights of right to convert any Holder under Article 10 or Article 12; (vii) Security; make any change that adversely affects the right to require the Company to purchase the Securities in Section 6.04 accordance with the terms thereof and this Indenture; or 6.07 impair the right to institute suit for the enforcement of any payment with respect to, or conversion of, the second sentence Securities; or release the Guarantor from any of its obligations under the Guarantee other than in accordance with the terms of this Section 9.02; or (viii) modify the Senior Subordinated Guarantees in any manner adverse to the HoldersIndenture. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders each Holder a notice briefly describing such the amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. (a) The Company, the Guarantors Company and the Trustee may amend this Indenture or the Securities without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder affectedSecurityholder affected thereby, an amendment may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal of or extend the Stated Maturity of any Security; (iv4) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (v5) make any Security payable in money other than that stated in the Security; (vi6) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder Securityholder under Article 10 or Article 12;10; or (vii7) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02Section; or (viii8) impair the right of any Securityholder to receive payment of principal of and interest on such Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder's Securities; or (9) modify the Senior Subordinated Guarantees make any change in any manner adverse to Subsidiary Guaranty (including the Holderssubordination provisions of such Subsidiary Guaranty) that would adversely affect the Securityholders. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The Company, the Guarantors and the Trustee may amend this Indenture or the Securities without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder Securityholder affected, an amendment may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest any Additional Amounts on any Security; (iii3) reduce the principal of or extend the Stated Maturity of any Security; (iv4) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3III; (v5) make any Security payable in money other than that stated in the Security; (vi6) make any change in Article 10 X or Article 12 XII that adversely affects the rights of any Holder Securityholder under Article 10 X or Article 12XII; (vii7) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or (viii) 8) modify the Senior Subordinated Guarantees in any manner adverse to the Holders. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 X or Article 12 XII of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. (a) The Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder affectedSecurityholder affected thereby, an amendment may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal amount of or extend the Stated Maturity of any Security; (iv4) reduce the premium amount payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (v5) make any Security payable in money other than that stated in the Security; (vi6) make any change changes in Article 10 the ranking or Article 12 that adversely affects the rights priority of any Holder under Article 10 or Article 12Security that would adversely affect the Securityholders; (vii7) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or (viii) modify the Senior Subordinated Guarantees 8) make any change in any manner adverse to Subsidiary Guaranty that would adversely affect the HoldersSecurityholders. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness of the Company or of a Subsidiary Guarantor then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. (a) The Company, the Guarantors Company and the Trustee may amend this Indenture or the Securities without notice to any Holder but enter into a supplemental indenture with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities then outstanding of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for the SecuritiesSecurities of such Series). However, without for the consent purpose of each Holder affected, an amendment may not: (i) reduce adding any provisions to or changing in any manner or eliminating any of the amount provisions of Securities whose Holders must consent to an amendment; (ii) reduce the rate of this Indenture or extend the time for payment of interest or additional interest on any Security; (iii) reduce the principal of or extend the Stated Maturity of any Security; (iv) reduce the premium payable upon the redemption supplemental indenture or of modifying in any Security or change the time at which any Security may be redeemed in accordance with Article 3; (v) make any Security payable in money other than that stated in the Security; (vi) make any change in Article 10 or Article 12 that adversely affects manner the rights of any Holder under Article 10 or Article 12; (vii) make any change the Securityholders of each such Series. Except as provided in Section 6.04 6.13, the Holders of at least a majority in principal amount of the outstanding Securities of each Series affected by such waiver by notice to the Trustee (including consents obtained in connection with a tender offer or 6.07 exchange offer for the Securities of such Series) may waive compliance by the Company with any provision of this Indenture or the second sentence of this Section 9.02; or (viii) modify the Senior Subordinated Guarantees in any manner adverse Securities with respect to the Holderssuch Series. It shall not be necessary for the consent of the Holders of Securities under this Section 9.02 9.2 to approve the particular form of any proposed amendmentsupplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. An amendment After a supplemental indenture or waiver under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 section becomes effective, the Company shall mail to the Holders of Securities affected thereby, a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail or publish such amendment. The failure to give such notice to all Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. (b) Without the consent of each Securityholder affected, an amendment or waiver may not as to any non-consenting Securityholder: (a) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (b) reduce the rate of or change the time for payment of interest (including default interest) on any Security; (c) reduce the principal or change the Stated Maturity of any Security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation; (d) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (e) reduce the principal amount of Discount Securities payable upon acceleration of the maturity thereof; (f) waive a Default or Event of Default in the payment of the principal of or interest, if any, on any Security (except a rescission of acceleration of the Securities of any Series by the Holders of at least a majority in principal amount of the outstanding Securities of such Series and a waiver of the payment default that resulted from such acceleration); (g) make the principal of or interest, if any, on any Security payable in any currency other than that stated in the Security; (h) make any change in Sections 6.8, 6.13 or 9.2(h) (this Section 9.02sentence); or (i) waive a redemption payment with respect to any Security or change any of the provisions with respect to the redemption of any Securities.

With Consent of Holders. (a) The Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder affectedSecurityholder affected thereby, an amendment may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal amount of or extend the Stated Maturity of any Security; (iv4) reduce the premium amount payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (v5) make any Security payable in money other than that stated in the Security; (vi6) impair the right of any Securityholder to receive payment of principal of and interest on such Securityholder's Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Securityholder's Securities; (7) make any change changes in Article 10 the ranking or Article 12 that adversely affects the rights priority of any Holder under Article 10 or Article 12Security that would adversely affect the Securityholders; (vii) 8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02Section; or (viii9) modify the Senior Subordinated Guarantees make any change in any manner adverse to Guaranty that would adversely affect the HoldersSecurityholders. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness of the Company or of a Subsidiary Guarantor then outstanding unless the holders of such Senior Indebtedness (or any group or Representative representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The Company, the Guarantors Guarantor and the Trustee may amend or supplement this Indenture or the Securities without notice to any Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Securities, and the Holders of a majority in aggregate principal amount of the Securities then outstanding (including consents obtained in connection may waive compliance by an Obligor with a tender offer any provision of this Indenture, the Securities or exchange for the Securities)Guarantee. However, without the consent of each Holder Securityholder affected, an amendment amendment, supplement or waiver under this Section 9.2 may not: (i1) change the Stated Maturity of any Security or adversely affect the right of a Holder to convert any Security; (2) reduce the principal amount, Redemption Price, Purchase Price or Change of Control Purchase Price of, or alter the manner or rate of accrual of interest (or extend the time for payment of interest) on, any Security; (3) change the currency for payment in respect of any Security; (4) impair the right to institute suit for the enforcement of any payment on or with respect to any Security; (5) reduce the principal amount of Securities whose Holders must consent to an amendmentamendment or supplement of this Indenture or the waiver of defaults or compliance hereunder; (ii) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii) reduce the principal of or extend the Stated Maturity of any Security; (iv) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (v) make any Security payable in money other than that stated in the Security; (vi) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder under Article 10 or Article 12; (vii6) make any change in Section 6.04 6.4, 6.7 or 6.07 this 9.2 (second sentence); (7) make any change in the Guarantee or the second sentence in Article XI of this Section 9.02Indenture that would adversely affect the Holders or release the Guarantor from its obligations under the Guarantee or this Indenture, except in accordance with the terms of this Indenture; or (viii) modify 8) make any change in the Senior Subordinated Guarantees subordination provisions of Article XII or make any other change in the ranking or priority of any Security or the Guarantee, in each case in a manner materially adverse to the Holders. It shall not be necessary for the consent of the Holders under this Section 9.02 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. An After an amendment or supplement under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 9.2 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendmentthe amendment or supplement. The failure to give such notice to all Holders, Any amendment or any defect therein, shall supplement under Section 9.1 or this Section 9.2 may not impair or adversely affect the validity rights of any holders of Senior Indebtedness of an Obligor under Article XII unless such holders shall have consented to such amendment under this Section 9.02or supplement pursuant to the terms of such Senior Indebtedness.

With Consent of Holders. (a) The Company, the Guarantors Company and the Trustee may amend or supplement this Indenture or the Securities without notice to any Holder but Securityholder with the written consent of the Holders of at least 66-2/3% in principal amount of the Securities then outstanding. The Holders of a majority in principal amount of the Securities then outstanding (including consents obtained may waive compliance in connection a particular instance by the Company with a tender offer any provision of this Indenture or exchange for the Securities)Securities without notice to any Securityholder. HoweverSubject to Section 10.4, without the written consent of each Holder Securityholder affected, however, an amendment amendment, supplement or waiver, including a waiver pursuant to Section 8.4, may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (ii2) reduce the rate of or extend change the time for payment of interest or additional interest on any Security; (iii3) reduce the principal of or extend premium on or change the Stated Maturity fixed maturity of any Security or alter the redemption provisions with respect thereto; (4) alter the conversion provisions with respect to any Security in a manner adverse to the holder thereof; (5) waive a default in the payment of the principal of or premium or interest on any Security; (iv6) reduce the premium payable upon the redemption of make any Security changes in Section 8.4, 8.7 or change the time at which any Security may be redeemed in accordance with Article 3this sentence; (v7) modify the provisions of Article 5 hereof in a manner adverse to the Holders; or (8) make any Security payable in money other than that stated in the Security; (vi) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder under Article 10 or Article 12; (vii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or (viii) modify the Senior Subordinated Guarantees in any manner adverse to the Holders. 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. After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. An amendment under this Section 9.02 11.2 may not make any change that adversely affects the rights under Article 10 or Article 12 5 of any holder of an issue of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized that issue, pursuant to give a consent) its terms, consent to such the change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. (a) The Company, the Guarantors Company and the Trustee may amend this Indenture or the Securities without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the written consent of each Holder affectedSecurityholder affected thereby, an amendment may not: (ia) change the stated maturity of the principal of, or interest on, any Security; (b) reduce the principal amount of, or any premium or interest on, any Security; (c) reduce the amount of Securities whose Holders must consent to an amendment; (ii) reduce principal payable upon acceleration of the rate of or extend the time for payment of interest or additional interest on any Security; (iii) reduce the principal of or extend the Stated Maturity maturity of any Security; (ivd) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (ve) make change the place or currency of payment of principal of, or any Security payable in money other than that stated in the premium or interest on, any Security; (vif) make any change in Article 10 or Article 12 that adversely affects impair the rights right to institute suit for the enforcement of any Holder under Article 10 payment on, or Article 12with respect to, any Security; (viig) make any change modify the subordination provisions of Article 11 in Section 6.04 or 6.07 or a manner materially adverse to the second sentence Holders of Securities; (h) adversely affect the right of Holders to convert Securities other than under Article 5 of this Section 9.02Indenture; or (viiii) adversely affect the adjustment of the Conversion Price except as provided in Article 5 of this Indenture; (j) reduce the percentage of the aggregate principal amount of the outstanding Securities whose Holders must consent to a modification or amendment of this Indenture; and (k) modify any of the Senior Subordinated Guarantees in provisions of this Section or Section 7.04, except to increase any manner adverse such percentage or to provide that specified additional provisions of this Indenture cannot be modified or waived without the Holdersconsent of the Holder of each outstanding Security affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 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. An amendment After an amendment, supplement or waiver under this Section 9.02 10.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. An amendment or supplement under this Section 10.02 or under Section 10.01 may not make any change that adversely affects the rights under Article 10 or Article 12 11 of any holder of an issue of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized that issue, pursuant to give a consent) its terms, consent to such the change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. (a) The Company, the Guarantors Company and the Trustee may amend or supplement this Indenture or the Securities without notice to any Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Securities, and the Holders of a majority in aggregate principal amount of the Securities then outstanding (including consents obtained in connection may waive compliance by the Company with a tender offer any provision of this Indenture or exchange for the Securities). However, without the consent of each Holder Securityholder affected, an amendment amendment, supplement or waiver under this Section may not: (i1) change the stated maturity date of the principal of, or interest on, any Security or adversely affect the right of a Holder to convert any Security; (2) reduce the principal amount Purchase Price or Change of Control Purchase Price of, or premium, if any, or interest on, any Security; (3) change the currency for payment of principal of, or interest on, any Security; (4) impair the right to institute suit for the enforcement of any payment on or with respect to any Security; (5) reduce the principal amount of Securities whose Holders must consent to an amendment;amendment or supplement of this Indenture or the waiver of defaults or compliance hereunder; or (ii) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii) reduce the principal of or extend the Stated Maturity of any Security; (iv) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (v) make any Security payable in money other than that stated in the Security; (vi) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder under Article 10 or Article 12; (vii6) make any change in Section 6.04 7.04, 7.07 or 6.07 or the this 10.02 (second sentence of this Section 9.02; or (viii) modify the Senior Subordinated Guarantees in any manner adverse to the Holderssentence). 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. An amendment under this Section 9.02 The Company may not make any change that adversely affects establish, by delivery of an Officers' Certificate to the rights under Article 10 or Article 12 Trustee, a record date for determining Securityholders of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized record entitled to give a consent) any consent to such changeor waiver. After an amendment or supplement under this Section 9.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing the amendment or supplement. Any failure of the Company to mail any such amendment. The failure to give such notice to all Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under this Section 9.02any supplemental indenture.

With Consent of Holders. (a) The Company, the Guarantors and the Trustee may amend this Indenture or the Securities without notice to any Holder but with With the written consent of the Holders of at least a majority in principal amount aggregate Original Principal Amount of the Securities then outstanding (including consents obtained in connection with a tender offer at the time outstanding, the Company and the Trustee may amend this Indenture or exchange for the Securities). However, without the consent of each Holder Securityholder affected, an amendment to this Indenture or the Securities may not: (i1) reduce the amount percentage in Original Principal Amount of Securities whose Holders must consent to an amendment; (ii2) make any change in the manner or rate of accrual of Variable Principal Amount or cash interest, reduce the rate of cash interest referred to in paragraph 1 of the Securities, or extend the time for payment of interest Variable Principal Amount or additional cash interest on any Security; (iii3) reduce the principal of Original Principal Amount, Variable Principal Amount or Restated Principal Amount or cash interest, with respect to any Security, or extend the Stated Maturity of any Security; (iv4) reduce the premium payable upon the redemption Redemption Price, Purchase Price or Change in Control Purchase Price of any Security or change the time at which any Security may be redeemed in accordance with Article 3Security; (v5) make any Security payable in money or securities other than that stated in the Security; (vi6) make any change in Article 10 of the Indenture, or Article 12 this Section 9.02, except to increase any percentage set forth therein; (7) make any change that adversely affects the rights of right to convert any Holder under Article 10 or Article 12Security; (vii) 8) make any change that adversely affects the right to require the Company to purchase the Securities in Section 6.04 or 6.07 or accordance with the second sentence of terms thereof and this Section 9.02Indenture; or (viii9) modify impair the Senior Subordinated Guarantees in right to institute suit for the enforcement of any manner adverse to payment with respect to, or conversion of, the HoldersSecurities. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders each Holder a notice briefly describing such the amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. (a) The Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder affectedaffected Securityholder, an amendment may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest any Additional Interest on any Security; (iii3) reduce the principal of or extend the Stated Maturity of any Security; (iv4) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (v5) make any Security payable in money other than that stated in the Security; (vi6) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder Securityholder under Article 10 or Article 12, respectively; (vii7) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02Section; or (viii) 8) modify the Senior Subordinated Guarantees or affect in any manner adverse to the HoldersHolders the terms and conditions of the obligation of any Subsidiary Guarantor for the due and punctual payment of the principal of, or any Additional Interest or interest on, Securities. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness of the Company or any Subsidiary Guarantor then outstanding unless the holders of such Senior Indebtedness (or any group or Representative representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The Company, the Subsidiary Guarantors and the Trustee may amend amend, or waive any past Default or noncompliance with any provision of, this Indenture or the Securities without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder affectedaffected thereby, an amendment or waiver may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal amount of or extend the Stated Maturity of any Security; (iv4) reduce the premium amount payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (v5) make any Security payable in money other than that stated in the Security; (vi6) impair the right of any Holder to receive payment of principal of and interest on such Holder's Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder's Securities; (7) make any change in Article 10 the amendment provisions that require each Holder's consent or Article 12 that adversely affects in the rights waiver provisions of any Holder under Article 10 or Article 12this Indenture; (vii8) make any change in the ranking or priority of any Security that would adversely affect the Holders; or (9) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or (viii) modify the Senior Subordinated Guarantees in any manner adverse to Subsidiary Guaranty that would adversely affect the Holders. It shall not be necessary for the consent of the Holders under this Section 9.02 Indenture to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 Indenture becomes effective, the Company shall is required to mail to Holders a notice briefly describing such amendment. The However, the failure to give such notice to all Holders, or any defect therein, shall will not impair or affect the validity of an amendment under this Section 9.02the amendment.

With Consent of Holders. (a) The Company, the Guarantors and the Trustee may amend this Indenture or the Securities without notice to any Holder but with With the written consent of the Holders of at least a majority in principal amount aggregate Principal Amount of the Securities then outstanding (including consents obtained in connection with a tender offer at the time outstanding, the Company and the Trustee may amend this Indenture or exchange for the Securities). However, without the consent of each Holder Securityholder affected, an amendment to this Indenture or the Securities may not: (i1) change the Stated Maturity or an Interest Payment Date of the Securities (other than pursuant to the terms thereof); (2) reduce the amount of Principal Amount, Redemption Price, Repurchase Price, Designated Event Repurchase Price, interest or premium payable or change the currency in which the Securities whose Holders must consent to an amendmentare payable; (ii3) reduce impair the rate of or extend the time for payment of interest or additional interest on right to bring suit to enforce any Securitypayment; (iii) reduce the principal of or extend the Stated Maturity of any Security; (iv) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (v) make any Security payable in money other than that stated in the Security; (vi4) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder under Article 10 or Article 12to convert any Security; (vii5) make any change that adversely affects the right of a Holder to require the Company to repurchase the Securities; (6) reduce the percentage in Section 6.04 Principal Amount of Securities whose Holders must consent to a modification or 6.07 amendment of this Indenture or a waiver of certain Defaults; (7) change the second sentence Company’s obligation to maintain an office or agency in the places and for the purposes specified in this Indenture; or (8) modify any of the provisions of this Section 9.02; or (viii) modify the Senior Subordinated Guarantees in any manner adverse to the Holders. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders each Holder a notice briefly describing such the amendment. The , but failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02such amendment.

With Consent of Holders. (a) The Company, the Guarantors Subsidiary Guarantors, if any, and the Trustee may amend this Indenture or the Securities without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder affectedSecurityholder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal amount of or extend the Stated Maturity of any Security; (iv4) reduce change the premium payable upon provisions applicable to the redemption of any Security set forth in such Security or change the time at which any Security may be redeemed in accordance with Article 3; (v5) make any Security payable in money other than that stated in the Security; (vi6) make any change in Article 10 or Article 12 that adversely affects impair the rights right of any Holder under Article 10 to receive payment of principal of and interest on such Holder's Securities on or Article 12after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder's Securities; (vii7) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02Section; (8) make any changes in the ranking or priority of any Security that would adversely affect the Securityholders; or (viii9) modify the Senior Subordinated Guarantees make any change in any manner adverse to Subsidiary Guaranty that would adversely affect the HoldersSecurityholders. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount at maturity of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder affectedSecurityholder affected thereby, an amendment may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal of or extend the Stated Maturity of any Security; (iv4) reduce the premium payable upon the redemption of any Security or change the time at which any Security may or shall be redeemed in accordance with Article 3; (v5) make any Security payable in money other than that stated in the Security; (vi6) make any change changes in Article 10 the Security Agreements or Article in Articles 10, 11, 12 or 13 that adversely affects affect the rights Holders or would terminate the Lien of this Indenture of any Security Agreement on any property subject thereto or deprive the Holder under Article 10 of the security afforded by the Lien of this Indenture or Article 12;the Security Agreements; or (vii7) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or (viii) modify the Senior Subordinated Guarantees in any manner adverse to the HoldersSection. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder affectedSecurityholder affected thereby, an amendment may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal amount of or extend the Stated Maturity of any Security; (iv4) reduce change the premium payable upon provisions applicable to the redemption of any Security contained in Article 3 or change paragraphs 5 or 6 of the time at which any Security may be redeemed in accordance with Article 3Securities; (v5) make any Security payable in money other than that stated in the Security; (vi6) impair the right of any Securityholder to receive payment of principal of and interest on such Holder's Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder's Securities; (7) make any change changes in Article 10 the ranking or Article 12 that adversely affects the rights priority of any Holder under Article 10 or Article 12Security that would adversely affect the Securityholders; (vii) 8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or (viii9) modify make any change in, or release other than in accordance with Section 11.06 or 8.01(b), any Subsidiary Guaranty that would adversely affect the Senior Subordinated Guarantees in any manner adverse to the HoldersSecurityholders. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness of the Company or of a Subsidiary Guarantor then outstanding unless the holders of such Senior Indebtedness (or any group or Representative representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. (a) The Subject to Section 6.07, the Company, the Guarantors when authorized by a resolution of its Board of Directors, and the Trustee may amend or supplement this Indenture or the Securities without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained outstanding, and the Holders of a majority in connection principal amount of the Securities may waive compliance by the Company with a tender offer any provision of this Indenture or exchange for the Securities). However, without the consent of each Holder Securityholder affected, an amendment amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (ii2) reduce the rate of or change or extend the time for payment of interest principal of or additional interest on any Security; (iii3) reduce the principal of or extend change the Stated Maturity fixed maturity of any Security; (iv4) reduce waive a default in the premium payable upon payment of the redemption principal of or interest on any Security or change the time at which any Security may be redeemed in accordance with Article 3Security; (v5) make any Security payable in money other than that stated in the Security;; or (vi6) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder under Article 10 or Article 12; (vii) make any change in this Section, Section 6.04 or 6.07 or Section 6.07. Notwithstanding the second sentence above and Section 6.07, the Holders of a majority in principal amount of the Securities then outstanding may waive compliance by the Company with Section 4.08 of this Section 9.02; or (viii) modify the Senior Subordinated Guarantees in any manner adverse to the HoldersIndenture. 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. An amendment under this Section 9.02 may Any, waiver shall be deemed effective upon receipt by the Trustee of the necessary consents and shall not make any change that adversely affects the rights under Article 10 or Article 12 require execution of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized supplemental indenture to give a consent) consent to such changebe effective. After an amendment or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders of each Security affected thereby, with a copy to the Trustee, a notice briefly describing the amendment or waiver. Any failure of the Company to mail such amendment. The failure to give such notice to all Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under any such amendment, waiver, consent or supplemental indenture. Except as otherwise provided in this Section 9.02, the Holders of a majority in aggregate principal amount of the Securities then outstanding may waive compliance in a particular instance by the Company with any provisions of this Indenture or the Securities.

With Consent of Holders. (a) The Company, the Subsidiary Guarantors and the Trustee may shall be entitled to amend this Indenture or the Securities without notice to any Holder but Notes with the written consent of the Holders of at least a majority in principal amount of the Securities Notes then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities)Notes) and any past or existing Default or compliance with any provisions may also be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding. However, without the consent of each Holder affectedaffected thereby, an amendment may or waiver shall not: (i1) reduce the principal amount of Securities Notes whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any SecurityNote; (iii3) reduce the principal of or extend change the Stated Maturity of any SecurityNote; (iv4) reduce the premium amount payable upon the redemption of any Security Note or change the time at which any Security Note may be redeemed redeemed, in accordance with each case as contained in Article 3Three or paragraph 5 of the Notes; (v5) make any Security Note payable in money other than that stated in the SecurityNote; (vi) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder under Article 10 or Article 12; (vii6) make any change in Section 6.04 or 6.07 or the second sentence of this Section; (7) make any changes in the ranking or priority of any Note that would adversely affect the Holders; (8) make any change in, or release other than in accordance with this Indenture, any Subsidiary Guaranty that would adversely affect the Holders; (9) change the provisions applicable to the redemption of any Note as described under Section 9.023.07 or paragraph 8 of the Notes; or (viii10) modify make any change in the Senior Subordinated Guarantees Escrow Agreement that would adversely affect the Noteholders (it being understood that the Company and the Trustee may, without notice to or consent of any Noteholder, make any change in any manner adverse to the HoldersEscrow Agreement that would not adversely affect the Noteholders). 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may shall not make any change that adversely affects the rights under Article 10 Ten or Article 12 Twelve of any holder of Senior Indebtedness of the Company or of a Subsidiary Guarantor then outstanding unless the holders of such Senior Indebtedness (or any group or Representative representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders Noteholders a notice briefly describing such amendment. The failure to give such notice to all HoldersNoteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The Company, the Guarantors and the Trustee may amend this Indenture or the Securities Notes without notice to any Holder but with the written consent of the Required Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the SecuritiesNotes). However, without the consent of each Holder affected, an amendment may not: (i) reduce the principal amount of Securities Notes whose Holders must consent to an amendment, supplement, waiver or modification; (ii) reduce the rate of or extend the time for payment of interest or additional interest any Additional Interest on any SecurityNote; (iii) reduce the principal amount of or extend change the Stated Maturity of any SecurityNote; (iv) reduce the premium payable upon the redemption of any Security Note or change the time at which any Security Note may be redeemed in accordance with Article 3Section 5 of the Notes; (v) make any Security Note payable in money other than that stated in the SecurityNote; (vi) make any change in Article 10 or Article 12 that adversely affects impair the rights right of any Holder under Article 10 holder to receive payment of principal of and interest or Article 12any Additional 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 with respect to such Holder's Notes; (vii) make any change in Section 6.04 7.04 or 6.07 7.07 or the second sentence of this Section 9.0211.02(a); (viii) make any change in the ranking or priority of any Note or Guarantee that would adversely affect the Holders; or (viiiix) modify release, other than in accordance with this Indenture, any Guarantee or collateral securing the Senior Subordinated Guarantees in any manner adverse to the HoldersNotes. It shall not be necessary for the consent of the Holders under this Section 9.02 11.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness . (or any group or Representative thereof authorized to give a consentb) consent to such change. After an amendment under this Section 9.02 11.02 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.0211.02.

With Consent of Holders. (a) The Company, the Guarantors and the Trustee when authorized by a Board Resolution, may modify, amend or supplement this Indenture or the Securities without notice to any Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities. Subject to Section 6.07, the Holders of a majority in aggregate principal amount of the outstanding Securities then outstanding (including consents obtained in connection may waive compliance by the Company with a tender offer any provision of this Indenture or exchange for the Securities)Securities without notice to any other Holder. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not: (i1) change the stated maturity of the Securities: (2) reduce the amount principal, premium, if any. or interest on the Securities: (3) change the place of payment from New York, New York or change the currency in which the Securities whose Holders must consent to an amendmentare payable; (ii4) reduce waive a default in the rate of or extend the time for payment of interest the principal of, premium, if any, or additional interest on any Security; (iii) reduce the principal of or extend the Stated Maturity of any Security; (iv) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (v) make any Security payable in money other than that stated in the Security; (vi5) make any change in Section 6.04, Section 6.07 or this Section 9.02; (6) modify the provisions of Article 10 or Twelve in a materially adverse manner to the Holders; or (7) make any change that adversely affects the right to convert any Security. Furthermore, an amendment under this Article 12 Nine may not make any change that adversely affects the rights of any Holder holder of Senior Indebtedness under Article 10 or Article 12; (vii) make any Twelve unless the holders of such Senior Indebtedness consent to such change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or (viii) modify the Senior Subordinated Guarantees in any manner adverse pursuant to the Holdersterms governing such Senior Indebtedness. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After Promptly after an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders a notice briefly describing such the amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. (a) The Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder affected, an amendment may not: (i) reduce the amount of Securities whose Holders must consent to an amendment; (ii) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii) reduce the principal of or extend the Stated Maturity of any Security; (iv) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (v) make any Security payable in money other than that stated in the Security; (vi) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder under Article 10 or Article 12; (vii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or (viii) modify the Senior Subordinated Subsidiary Guarantees in any manner adverse to the Holders. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. (a) The CompanyIssuers, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities)) and any past default or compliance with any provisions may also be waived with the consent of the Holders of at least a majority in principal amount of the Securities then outstanding. However, without the consent of each Holder affectedSecurityholder affected thereby, an amendment or waiver may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal of or extend change the Stated Maturity of any Security; (iv4) reduce change the premium payable upon provisions applicable to the redemption of any Security contained in Article 3 hereto or change paragraph 5 of the time at which any Security may be redeemed in accordance with Article 3Securities; (v5) make any Security payable in money other than that stated in the Security; (vi6) impair the right of any Securityholder to receive payment of principal of and interest on such Securityholder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such Securityholder’s Securities; (7) make any change in Article 10 the amendment provisions that require each Securityholder’s consent or Article 12 that adversely affects in the rights of any Holder under Article 10 or Article 12waiver provision; (vii8) make any change in the ranking or priority of any Security that would adversely affect the Securityholders; or (9) make any change in Section 6.04 any Subsidiary Guarantee that would adversely affect the Securityholders or 6.07 or release any Subsidiary Guarantee (other than in accordance with the second sentence terms of this Section 9.02; or (viii) modify the Senior Subordinated Guarantees in any manner adverse to the HoldersIndenture). 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company Issuers shall mail to Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. (a) The Company, the Guarantors Company and the Trustee may amend this Indenture or the Securities without notice to any Holder but Trustee, with the written consent of the Holders of at least a majority in principal amount aggregate Principal Amount of the Securities then outstanding (including consents obtained in connection with a tender offer at the time outstanding, may amend this Indenture or exchange for the Securities). However, without the consent of each Holder affected, an amendment or supplement to this Indenture or the Securities may not: (ia) reduce make any change to the amount Principal Amount of Securities whose Holders must consent to an amendment; (iib) make any change to the manner or rate of accrual in connection with interest, if any, reduce the rate of interest referred to in paragraph 1 of the Securities or extend the time for payment of interest or additional interest interest, if any, on any Security; (iiic) reduce the principal Principal Amount of or extend the Stated Maturity of any Security; (ivd) reduce the premium payable upon the redemption Redemption Price of any Security or change the time at which any Security may be redeemed in accordance with Article 3; Security; (ve) make any Security payable in money or securities other than that stated in the Security; (vif) make any change in Article 10 or Article 12 hereof that adversely affects the rights of any Holder under Article 10 or Article 12Holder; (viig) make any change in Section Sections 6.04 or 6.07 hereof or the second sentence of this Section 9.02, except to increase the percentage of Holders referenced in Sections 6.04 or 6.07 hereof, as applicable; or (viiih) modify make any change that adversely affects the Senior Subordinated Guarantees right of the Company to repurchase the Securities in any manner adverse to accordance with the Holdersterms thereof 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 or Section 9.01 hereof may not make any change that adversely affects the rights under Article 10 or Article 12 hereof of any holder of Senior Indebtedness then outstanding unless the requisite holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such changechange pursuant to the terms of such Senior Indebtedness. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders each Holder a notice briefly describing such the amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. (a) The Subject to Section 6.04, the Company, Finance Co., the Guarantors Trustee and the Trustee may amend this Indenture or the Securities without notice to any Holder but Guarantors, with the written consent of the Holders registered holders of at least a majority in aggregate principal amount of the Securities Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the SecuritiesNotes), may amend this Indenture and may waive any past default or compliance with any provisions. However, without Without the consent of each Holder affectedholder, however, an amendment amendment, supplement or waiver, including a waiver pursuant to Section 6.04 may not: (i1) reduce the amount of Securities Notes whose Holders holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any SecurityNote (other than a reduction in the interest rate as set forth in the Securities Purchase Agreement); (iii3) reduce the principal of or extend change the Stated Maturity of any SecurityNote; (iv4) reduce the premium amount payable upon the redemption of any Security Note or change make earlier the time at which any Security Note may be redeemed in accordance with under Article 33 hereto or paragraph 5 of the Notes; (v5) make any Security Note payable in money other than that stated in the SecurityNote; (vi6) 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 with respect to such holder’s Notes; (7) make any change in Article 10 the amendment provisions which require each holder’s consent or Article 12 that adversely affects in the rights of any Holder under Article 10 or Article 12waiver provisions; (vii) 8) make any change in Section 6.04 the ranking or 6.07 or priority of any Note that would adversely affect the second sentence of this Section 9.02Noteholders; or (viii9) modify release any Guarantor from its Guarantee that is not otherwise permitted by this Indenture. After an amendment, supplement or waiver under this Section 8.02 or Section 8.01 becomes effective, the Senior Subordinated Guarantees in any manner adverse Company shall mail to the Holdersholders 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, supplement or waiver. 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 above or in Section 8.05 hereof, the Trustee shall join with the Issuers 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. 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 holders under this Section 9.02 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. (a) The Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder affectedSecurityholder affected thereby, an amendment or waiver may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal of or extend change the Stated Maturity of any Security; (iv4) reduce change the premium payable upon provisions applicable to the redemption of any Security or change the time at which any Security may be redeemed as described in accordance with Article 33 hereof; (v5) make any Security payable in money other than that stated in the Security; (vi6) impair the right of any Holder to receive payment of principal of and interest on such Hoxxxx’s Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Hoxxxx’s Securities; (7) make any change changes in Article 10 the ranking or Article 12 that adversely affects the rights priority of any Holder under Article 10 or Article 12Security that would adversely affect the Securityholders; (vii) 8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; (9) make any change in, or release other than in accordance with this Indenture, any Subsidiary Guarantee that would adversely affect the Securityholders; or (viii10) modify the Senior Subordinated Guarantees make any other change in any manner adverse to the Holdersthis 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 amendment, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness of the Company or of a Subsidiary Guarantor then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consenttheir Representative) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The Company, Company when authorized by a resolution of the Guarantors Board of Directors of the Company and the Trustee may amend this Indenture or the Securities Debentures without notice to any Holder Debentureholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained Debentures; provided, however, that no amendment may be made to Section 4.08 without the written consent of the Holders of at least 66 2/3% in connection with a tender offer or exchange for principal amount of the Securities)Debentures. However, without the consent of each Holder Debentureholder affected, an amendment may not: (i1) reduce the amount of Securities Debentures whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any SecurityDebenture; (iii3) reduce the principal of or extend the Stated Maturity of any SecurityDebenture; (iv4) reduce the premium payable upon the redemption of any Security Debenture or change the time at which any Security Debenture may be redeemed in accordance with Article 3; (v5) make any Security Debenture payable in money other than that stated in the SecurityDebenture; (vi6) impair the right of any Holder to receive payment of principal of and interest on such Holder's Debentures on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder's Debentures; (7) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder an Debentureholder under Article 10 or Article 12;10; or (vii) 8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or (viii) modify the Senior Subordinated Guarantees in any manner adverse to the HoldersSection. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness Debt then outstanding unless the holders of such Senior Indebtedness Debt (or any group or Representative representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders Debentureholders a notice briefly describing such amendment. The failure to give such notice to all HoldersDebentureholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The Company, the Guarantors Company and the Trustee may amend this Indenture or the Securities without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder affectedSecurityholder affected thereby, an amendment may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal of or extend the Stated Maturity of any Security; (iv4) reduce the premium payable upon the redemption of any Security or change the time at which any Security may or shall be redeemed in accordance with Article 3; (v5) make any Security payable in money other than that stated in the Security; (vi6) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder Securityholder under Article 10 or Article 1210; (vii7) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02Section; or (viii8) make any change in the Parent Guaranty or any Subsidiary Guaranty (including the subordination provisions of any such Guaranty) modify that would adversely affect the Senior Subordinated Guarantees in any manner adverse to the HoldersSecurityholders. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The Company, the Guarantors Company and the Trustee may amend or supplement this Indenture or the Securities without notice to any Holder but Securityholder with the written consent of the Holders of at least 66-2/3% in principal amount of the Securities then outstanding. The Holders of a majority in principal amount of the Securities then outstanding (including consents obtained may waive compliance in connection a particular instance by the Company with a tender offer any provision of this Indenture or exchange for the Securities)Securities without notice to any Securityholder. HoweverSubject to Section 11.4, without the written consent of each Holder Securityholder affected, however, an amendment amendment, supplement or waiver, including a waiver pursuant to Section 8.4, may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (ii2) reduce the rate of or extend change the time for payment of interest or additional interest on any Security; (iii3) reduce the principal of or extend premium on or change the Stated Maturity fixed maturity of any Security or alter the redemption provisions with respect thereto; (4) alter the conversion provisions with respect to any Security in a manner adverse to the holder thereof; (5) waive a default in the payment of the principal of or premium or interest on any Security; (iv6) reduce the premium payable upon the redemption of make any Security changes in Section 8.4, 8.7 or change the time at which any Security may be redeemed in accordance with Article 3this sentence; (v7) modify the provisions of Article 5 hereof in a manner adverse to the Holders; or (8) make any Security payable in money other than that stated in the Security; (vi) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder under Article 10 or Article 12; (vii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or (viii) modify the Senior Subordinated Guarantees in any manner adverse to the Holders. 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. After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. An amendment under this Section 9.02 11.2 may not make any change that adversely affects the rights under Article 10 or Article 12 5 of any holder of an issue of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized that issue, pursuant to give a consent) its terms, consent to such the change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. (a) The Company, the Guarantors Company and the Trustee may amend this Indenture or the Securities without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder affectedSecurityholder affected thereby, an amendment may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal of or extend the Stated Maturity of any Security; (iv4) reduce the premium amount payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3III; (v5) make any Security payable in money other than that stated in the Security; (vi6) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder Securityholder under Article 10 or Article 12;10; or (vii7) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or (viii) modify the Senior Subordinated Guarantees in any manner adverse to the HoldersSection. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The Company, the Subsidiary ----------------------- Guarantors and the Trustee may amend this Indenture or the Securities without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder affectedSecurityholders affected thereby, an amendment may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal of or extend the Stated Maturity of any Security; (iv4) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (v5) make any Security payable in money other than that stated in the Security; (vi6) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder Securityholder under Article 10 or Article 12; (vii7) impair the right of any Holder to institute suit for enforcement of any payment on or with respect to such Holder's Securities or any Subsidiary Guaranty; or (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or (viii) modify the Senior Subordinated Guarantees in any manner adverse to the HoldersSection. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness of the Company or any Subsidiary Guarantor then outstanding unless the holders of such Senior Indebtedness (or any group or Representative representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders the Securityholders a notice briefly describing such amendment. The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities)) and any past default or compliance with any provisions may also be waived with the consent of the Holders of at least a majority in principal amount of the Securities then outstanding. However, without the consent of each Holder affectedSecurityholder affected thereby, an amendment or waiver may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal of or extend change the Stated Maturity of any Security; (iv4) reduce change the premium payable upon provisions applicable to the redemption of any Security contained in Article 3 hereto or change paragraph 5 of the time at which any Security may be redeemed in accordance with Article 3Securities; (v5) make any Security payable in money other than that stated in the Security; (vi6) make any change in Article 10 the ranking or Article 12 that adversely affects the rights priority of any Holder under Article 10 or Article 12Security that would adversely affect the Securityholders; (vii7) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02Section; oror 69 (viii) modify 8) make any change in, or release other than in accordance with this Indenture, any Subsidiary Guarantee that would adversely affect the Senior Subordinated Guarantees in any manner adverse to the Holders. Securityholders, 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The Company, the Guarantors and the Trustee may amend this Indenture or the Securities without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder affected, an amendment may not: (i) reduce the amount of Securities whose Holders must consent to an amendment; (ii) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii) reduce the principal of or extend the Stated Maturity of any Security; (iv) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (v) make any Security payable in money other than that stated in the Security; (vi) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder under Article 10 or Article 12; (vii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or (viiivii) modify the Senior Subordinated Guarantees in any manner adverse to the Holders. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02. The Company will, if and for so long as the Securities are listed on the Official List of the Irish Stock Exchange and admitted to trading on the Alternative Securities Market thereof, to the extent required by the rules of the Irish Stock Exchange, inform the Irish Stock Exchange of any of the foregoing amendments, supplements and waivers.

With Consent of Holders. (a) The Company, Parent, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities)) and any past default or compliance with any provisions may also be waived with the consent of the Holders of at least a majority in principal amount of the Securities then outstanding other than as provided by Section 6.04. However, without the consent of each Holder affectedSecurityholder affected thereby, an amendment or waiver may not:not (with respect to any Security held by a non-consenting Holder): (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal of or extend change the Stated Maturity of any Security; (iv4) reduce change the premium payable upon provisions applicable to the redemption of any Security contained in Article 3 hereto or change paragraph 5 of the time at which any Security may be redeemed in accordance with Article 3Securities; (v5) make any Security payable in money other than that stated in the Security; (vi6) impair the right of any Securityholder to receive payment of principal of and interest on such Securityholder's Securities on or after the due dates therefor or to in- stitute suit for the enforcement of any payment on or with respect to such Securityholder's Securities; (7) make any change changes in Article 10 the ranking or Article 12 that adversely affects the rights priority of any Holder under Article 10 or Article 12Security that would adversely affect the Securityholders; (vii) 8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02Section; or (viii9) modify make any change in, or release other than in accordance with this Indenture, any Subsidiary Guaranty of a Significant Subsidiary that would adversely affect the Senior Subordinated Guarantees in any manner adverse to the HoldersSecurityholders. 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, but it shall be sufficient if such consent approves the substance thereof. An Notwithstanding anything to the contrary provided above, an amendment to or waiver of any provision of this Indenture under this Section 9.02 may not make any change that adversely affects to the rights under provisions of Article 10 or Article 12 (or the component definitions as used therein) without the consent of any holder the holders of Senior Indebtedness of the Company or of a Guarantor then outstanding unless the holders of such Senior Indebtedness (or any group or Representative representative thereof authorized to give a consent) consent to such change). After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The Company, the Guarantors Company and the Trustee may amend this Indenture or the Securities without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the 39 Securities). However, without the consent of each Holder affectedSecurityholder affected thereby, an amendment may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal of of, or extend the Stated Maturity of of, any Security; (iv4) make any Security payable in money other than that stated in such Security; (5) reduce the premium amount payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3III; (v6) make modify or affect in any Security payable in money other than that stated in manner adverse to the SecurityHolders the right of any Holder of the Securities to receive payment of principal of and interest on such Holder's Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such Holder's Securities; (vi) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder under Article 10 or Article 12; (vii7) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or (viii) modify 8) make any change in the Senior Subordinated Guarantees in ranking or priority of any manner adverse to Security that would adversely affect the Holdersholders of the Securities. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 8.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.. 40

With Consent of Holders. (a) The Company, the Guarantors Company and the Trustee may amend this Indenture or the Securities Notes without notice to any Holder Noteholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities)Notes. However, without the consent of each Holder Noteholder affected, an amendment may not: (i1) reduce the amount of Securities Notes whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any SecurityNote; (iii3) reduce the principal of or extend the Stated Maturity of any SecurityNote; (iv) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (v4) make any Security Note payable in money other than that stated in the SecurityNote; (vi5) impair the right of any Noteholder 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 with respect to such holder's Notes; (6) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder Noteholder under Article 10 or Article 12;10; or (vii7) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or (viii) modify the Senior Subordinated Guarantees in any manner adverse to the HoldersSection. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make that makes any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior senior Indebtedness then outstanding shall not be effective as to such holder unless the holders of such Senior Indebtedness holder (or any group or Representative representative thereof authorized to give a consentconsent on such holder's behalf) consent consents to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders Noteholders a notice briefly describing such amendment. The failure to give such notice to all HoldersNoteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The Company, the Guarantors Company and the Trustee may amend this Indenture or the Securities without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Securities). However, without the consent of each Holder affectedSecurityholder affected thereby, an amendment may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal of or extend the Stated Maturity of any Security; (iv4) impair the right of any Holder to receive payment of principal of and interest on such Holder's Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder's Securities; (5) reduce the premium amount payable upon the redemption or repurchase of any Security under Article III or Section 4.07 or 4.12, change the time at which any Security may be redeemed in accordance with Article 3III, or, at any time after a Change in Control or Asset Sale has occurred, change the time at which any Change of Control Offer or Prepayment Offer must be made or at which the Securities must be repurchased pursuant to such Change of Control Offer or Prepayment Offer; (v6) make any Security payable in money other than that stated in the Security; (vi7) make any change in Article 10 or Article 12 X that would adversely affects affect the rights of any Holder under Article 10 or Article 12;Securityholders; 82 74 (vii8) release any security interest that may have been granted in favor of the Holders; or (9) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or Section. Notwithstanding the foregoing, no amendment may be made to Article X that adversely affects the rights of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (viiior their Representative) modify the Senior Subordinated Guarantees in any manner adverse consent to the Holderssuch change. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The Company, the Subsidiary Guarantors and the Trustee may amend this Indenture Indenture, the Subsidiary Guaranty, the Escrow Agreement or the Securities without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained Securities; provided, however, that no amendment may be made to Section 4.08 without the written consent of the Holders of at least 75% in connection with a tender offer or exchange for principal amount of the Securities). However, without the consent of each Holder affected, an amendment may not: (i1) reduce the amount of Securities whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any Security; (iii3) reduce the principal of or extend the Stated Maturity of any Security; (iv4) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (v5) make any Security payable in money other than that stated in the Security; (vi6) make any change in Article 10 or Article 12 11 that adversely affects the rights of any Holder under Article 10 or Article 12;11; or (vii7) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or (viii) modify the Senior Subordinated Guarantees in any manner adverse to the HoldersSection. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 11 of any holder of Senior Indebtedness or Senior Indebtedness of Subsidiary Guarantors then outstanding unless the holders of such Senior Indebtedness or Senior Indebtedness of Subsidiary Guarantors, as the case may be (or any group or Representative representative thereof authorized to give a consent) ), consent to such change. After an amendment under this Section 9.02 becomes effective, the Company Company, or the Trustee at the Company's request and expense, shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The CompanyIssuer, the Guarantors Company and the Trustee may amend this Indenture or the Securities without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange for offer for, the Securities). However, without the consent of each Holder of an outstanding Security affected, an amendment may not: (i) reduce the amount of Securities whose Holders must consent to an amendment; (ii) reduce the stated rate of or extend the stated time for payment of interest or additional interest any liquidated damages on any Security; (iii) reduce the principal of or extend the Stated Maturity of any Security; (iv) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (v) make any Security payable in money other than that stated in the Security; (vi) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder under Article 10 or Article 12; (vii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or (viiivii) modify the Senior Subordinated Guarantees Note Guarantee in any manner adverse to the Holders. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company Issuer shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. (a) The Company, the Guarantors Company and the Trustee may amend this Indenture or the Securities Notes without notice to any Holder Noteholder but with the written consent of the Holders of at least a majority in principal amount of the Securities Notes then outstanding (including consents obtained in connection and any past Default or compliance with any provisions may also be waived with the consent of the Holders of not less than a tender offer or exchange for majority of the Securities)principal amount of Notes then outstanding. However, without the consent of each Holder Noteholder affected, an amendment may not: (i1) reduce the amount of Securities Notes whose Holders must consent to an amendment; (ii2) reduce the rate of or extend the time for payment of interest or additional interest on any SecurityNote; (iii3) reduce the principal of or extend the Stated Maturity of any SecurityNote; (iv4) reduce the premium payable upon the redemption of any Security Note or change the time at which any Security Note may be redeemed in accordance with Article 3; (v5) make any Security Note payable in money other than that stated in the SecurityNote; (vi6) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder Noteholder under Article 10 or Article 12; (vii7) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or (viii) modify the Senior Subordinated Guarantees 8) make any change in any manner adverse to Note Guarantee that would adversely affect the HoldersNoteholders. 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, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders Noteholders a notice briefly describing such amendment. The failure to give such notice to all HoldersNoteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. (a) The Company, the Guarantors Company and the Trustee may amend or supplement this Indenture or the Securities without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding. The Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained may waive compliance in connection a particular instance by the Company with a tender offer any provision of this Indenture or exchange for the Securities)Securities without notice to any Securityholder. HoweverSubject to Section 10.4, without the written consent of each Holder Securityholder affected, however, an amendment amendment, supplement or waiver, including a waiver pursuant to Section 7.4, may not: (i1) reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver; (ii2) reduce the rate of or extend change the time for payment of interest or additional interest on any Security; (iii3) reduce the principal of or extend premium on or change the Stated Maturity fixed maturity of any Security or alter the redemption provisions with respect thereto in a manner adverse to the Holder thereof; (4) alter the conversion provisions with respect to any Security in a manner adverse to the Holder thereof; (5) waive a default in the payment of the principal of (including any premium) or interest on any Security; (iv6) reduce the premium payable upon the redemption make any changes in Section 7.4 or in this Section 10.2, except to increase any percentage in principal amount of outstanding Securities required for any Security amendment, supplement or change the time at which any Security may be redeemed in accordance with Article 3waiver; (v7) modify the provisions of Article 12 in a manner adverse to the Holders; or (8) make any Security payable in money other than that stated in the Security; (vi) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder under Article 10 or Article 12; (vii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or (viii) modify the Senior Subordinated Guarantees in any manner adverse to the Holders. It shall not be necessary for the consent of the Holders under this Section 9.02 10.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 10.2 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. An amendment under this Section 9.02 10.2 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of an issue of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized that issue, pursuant to give a consent) its terms, consent to such the change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.