Common use of Amendments to Indenture Clause in Contracts

Amendments to Indenture. (a) Section 2.03 of the Twenty-First Supplemental Indenture is hereby amended to add to the end of the last sentence of the first paragraph thereof the following proviso: “; provided, further, that if such Additional Notes, when issued, are held by Affiliates of the Company or otherwise subject to restrictions on resale under the Securities Act, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP number; provided, further, that if any such Additional Notes cease to be held by Affiliates of the Company or otherwise subject to restrictions on resale under the Securities Act, as applicable, as determined by the Company, the CUSIP number of such Additional Notes may be changed to the CUSIP number of other Notes of such Series that are not held by Affiliates of the Company or otherwise subject to restrictions on resale under the Securities Act”. (b) Section 2.03(j) of the Twenty-First Supplemental Indenture is hereby amended to add to the following proviso to the end thereof: “provided, that Notes of this Series that are initially issued to DT will initially be evidenced by one or more Definitive Notes”. (c) With respect to this Series of Notes, Section 6.01(1) of the Base Indenture is hereby amended to insert the phrase “(including Additional Interest, if any)” immediately after “default for 30 days in the payment when due of interest” and immediately prior to “on the Notes of such Series;”. (d) Exhibit A of the Twenty-First Supplemental Indenture is hereby amended to insert the following language immediately after the Global Notes Legend and immediately prior to the Definitive Notes Legend thereof: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. (e) Exhibit A of the Twenty-First Supplemental Indenture is hereby further amended to insert a page containing the language set forth on Exhibit 1 hereto immediately after the page titled “OPTION OF HOLDER TO ELECT PURCHASE” and immediately prior to the page titled “SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE”.

Amendments to Indenture. (a) Section 2.03 of the Twenty-First Supplemental The Indenture is hereby amended and supplemented as follows: (a) The 10-Year Series A Securities established by the Indenture is hereby reopened for the issuance of Additional 10-Year Series A Securities in an aggregate principal amount of $550,000,000 which shall rank equally with the 10-Year Series A Securities in all respects, shall form a single series of $950,000,000 aggregate principal amount with the 10-Year Series A Securities, with the same CUSIP number, and shall have the same terms as the 10-Year Series A Securities, except that the date of original issuance of the Additional 10-Year Series A Securities will be May 23, 2001. The 10-Year Series B Securities established by the Indenture which are to add be issued pursuant to an Exchange Offer or Private Exchange for a like principal amount of 10-Year Series A Securities is hereby reopened for the original issue, pursuant to an Exchange Offer or Private Exchange, of $550,000,000 Additional 10-Year Series B Securities for a like principal amount of 10-Year Series A Securities, which Additional 10-Year Series B Securities shall rank equally with the 10-Year Series B Securities in all respects, shall form a single series of $950,000,000 aggregate principal amount of the 10-Year Series B Securities, with the same CUSIP number, and shall have the same terms as the 10-Year Series B Securities. Interest on the Additional 10-Year Securities shall accrue from April 26, 2001. The form of Additional 10-Year Securities to be issued shall be identical to the end form of 10-Year Securities included as Exhibit A to the Indenture, except that the date of original issuance of the last sentence of the first paragraph thereof the following proviso: “; providedAdditional 10-Year Series A Securities will be May 23, further, that if such Additional Notes, when issued, are held by Affiliates of the Company or otherwise subject to restrictions on resale under the Securities Act, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP number; provided, further, that if any such Additional Notes cease to be held by Affiliates of the Company or otherwise subject to restrictions on resale under the Securities Act, as applicable, as determined by the Company, the CUSIP number of such Additional Notes may be changed 2001 and references therein to the CUSIP number Registration Rights Agreement dated as of other Notes April 26, 2001 shall instead refer to the Registration Rights Agreement dated as of such Series that are not held by Affiliates of the Company or otherwise subject to restrictions on resale under the Securities Act”May 23, 2001. (b) Section 2.03(j) All references in the Indenture and the form of the Twenty10-First Supplemental Indenture is hereby amended to add Year Securities attached thereto as Exhibit A to the following proviso 10-Year Securities established by the Indenture and in the outstanding 10-Year Securities shall be amended, supplemented and deemed to include the end thereof: “provided, that Notes of this Series that are initially Additional 10-Year Securities issued to DT will initially be evidenced by one or more Definitive Notes”authorized for issuance hereunder. (c) With respect The Additional 10-Year Securities shall be subject to this Series of Notesthe Indenture, Section 6.01(1) of the Base Indenture is hereby as amended to insert the phrase “(including Additional Interest, if any)” immediately after “default for 30 days in the payment when due of interest” and immediately prior to “on the Notes of such Series;”hereby. (d) Exhibit A The following shall be added as Section 2.07(f) of the Twenty-First Supplemental Indenture is hereby amended to insert the following language immediately after the Global Notes Legend and immediately prior to the Definitive Notes Legend thereof: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. (e) Exhibit A of the Twenty-First Supplemental Indenture is hereby further amended to insert a page containing the language set forth on Exhibit 1 hereto immediately after the page titled “OPTION OF HOLDER TO ELECT PURCHASE” and immediately prior to the page titled “SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE”.Indenture:

Amendments to Indenture. The Indenture is hereby amended as follows: (a) Section 2.03 4.21 is hereby amended to add the following new subsection (c): “ (c) Certificates representing the Unit Securities shall be substantially in the form of Exhibit F hereto with such changes as the Company and the Trustee shall mutually agree (“Unit Certificates”). Upon the written request of the TwentyCompany, the Trustee shall, in accordance with this Section 4.21, instruct and authorize DTC to take all actions necessary to consummate the Automatic Exchange and to reflect the appropriate book-First Supplemental entry interests in the Unit Certificates. All provisions of this Indenture applicable to the Global Notes shall be applicable to the Unit Certificates, mutatis mutandis.” (b) The Indenture is hereby amended to add to include the end following after Exhibit E: CUSIP No.: 29629Q AH5 This Unit consists of the last sentence Notes listed on Schedule A hereto and attached hereto. The Notes forming a part of the first paragraph thereof the following proviso: “; provided, further, that if such Additional Notes, when issued, are held by Affiliates of the Company or otherwise subject to restrictions on resale under the Securities Act, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP number; provided, further, that if any such Additional Notes cease to be held by Affiliates of the Company or otherwise subject to restrictions on resale under the Securities Act, as applicable, as determined by the Company, the CUSIP number of such Additional Notes this Unit may be changed to the CUSIP number of other Notes of such Series that are transferred only as a unit and will not held by Affiliates of the Company or otherwise subject to restrictions on resale under the Securities Act”. be separately transferable. THIS UNIT CERTIFICATE IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS UNIT CERTIFICATE IS NOT EXCHANGEABLE FOR UNITS REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS UNIT CERTIFICATE (bOTHER THAN A TRANSFER OF THIS UNIT CERTIFICATE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) Section 2.03(j) of the Twenty-First Supplemental Indenture is hereby amended to add to the following proviso to the end thereof: MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“provided, that Notes of this Series that are initially issued to DT will initially be evidenced by one or more Definitive Notes”. (c) With respect to this Series of Notes, Section 6.01(1) of the Base Indenture is hereby amended to insert the phrase “(including Additional Interest, if any)” immediately after “default for 30 days in the payment when due of interest” and immediately prior to “on the Notes of such Series;”. (d) Exhibit A of the Twenty-First Supplemental Indenture is hereby amended to insert the following language immediately after the Global Notes Legend and immediately prior to the Definitive Notes Legend thereof: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACTDTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE SECURITIES LAWS NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY STATE PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED USE HEREOF FOR VALUE OR OTHERWISE DISPOSED OF IN BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROMREGISTERED OWNER HEREOF, OR NOT SUBJECT TOCEDE & CO., SUCH REGISTRATIONHAS AN INTEREST HEREIN. All terms used in this Unit Certificate which are defined in the Indenture shall have the meanings assigned to them in the Indenture. (e) Exhibit A of the Twenty-First Supplemental Indenture is hereby further amended to insert a page containing the language set forth on Exhibit 1 hereto immediately after the page titled “OPTION OF HOLDER TO ELECT PURCHASE” and immediately prior to the page titled “SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE”.

Amendments to Indenture. (a) Section 2.03 The amendments set forth below will become effective upon the execution and delivery of the Twenty-First this Second Supplemental Indenture is hereby amended to add to the end of the last sentence of the first paragraph thereof the following proviso: “; provided, further, that if such Additional Notes, when issued, are held by Affiliates of the Company or otherwise subject to restrictions on resale under and the Securities Act, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP number; provided, further, that if any such Additional Notes cease to be held by Affiliates of the Company or otherwise subject to restrictions on resale under the Securities Act, as applicable, as determined by the Company, the CUSIP number of such Additional Notes may be changed to the CUSIP number of other Notes of such Series that are not held by Affiliates of the Company or otherwise subject to restrictions on resale under the Securities Act”Trustee. (b) The sections of the Original Indenture identified below will be amended as indicated. (i) The definition of “Covenant Reversion Date” in Section 2.03(j1.1 of the Original Indenture (as amended by Section 2(b)(i)(1) of the Twenty-First Supplemental Indenture) shall be amended by replacing the reference to “May 31, 2007” with “5:30 p.m. New York City time on October 15, 2007.” (ii) The defined term “Solicitation Documents” and the accompanying definition shall be deleted from Section 1.1 of the Original Indenture. (iii) The last two sentences of the last paragraph of Section 8.1 beginning with “Notwithstanding” and ending with “Covenant Reversion Date” are hereby deleted, and the following sentence is hereby inserted at the end of the penultimate paragraph of Section 8.1: “Notwithstanding any of the foregoing, but subject to the succeeding sentence, from and including the date of this Second Supplemental Indenture to and including the Covenant Reversion Date, any failure of the Company to file SEC Reports or to comply with Section 6.2 or Section 6.3 of this Indenture or §314 of the TIA shall not cause a default or an Event of Default, whether under clause (3) above or otherwise. If, but for the foregoing sentence, a default would have been deemed to have occurred during the period from and including the date of this Second Supplemental Indenture to the Covenant Reversion Date as a result of a failure by the Company to file SEC Reports or otherwise comply with Section 6.2 or Section 6.3 of this Indenture or §314 of the TIA and such default remains uncured and is continuing on the Covenant Reversion Date, such default will be deemed to have occurred on the Covenant Reversion Date. (iv) The last paragraph of Section 6.1 beginning with “In addition” and ending with “regularly scheduled payments of interest” is hereby amended and restated as follows: “In addition to add any other payment required by the Securities and the Indenture, the Securities shall accrue Special Interest at a rate equal to (1) 6.75% per annum (payable semi-annually) during the period from and including January 9, 2007, to and including July 25, 2007, and (2) 10.00% per annum (payable semi-annually) from and including July 26, 2007 to the following proviso date the Notes are paid, converted, redeemed, repurchased or otherwise cease to be outstanding (the “Special Interest”). Special Interest will be paid by the Company in addition to, at the same time and in the same manner as, regularly scheduled payments of interest pursuant to the end thereof: “provided, that Notes of this Series that are initially issued Indenture and the Securities to DT will initially be evidenced by one or more Definitive Notes”. (c) With respect Holders entitled to this Series of Notes, Section 6.01(1) of the Base Indenture is hereby amended to insert the phrase “(including Additional Interest, if any)” immediately after “default for 30 days in the payment when due receive such regularly scheduled payments of interest” and immediately prior to “on the Notes of such Series;.”. (d) Exhibit A of the Twenty-First Supplemental Indenture is hereby amended to insert the following language immediately after the Global Notes Legend and immediately prior to the Definitive Notes Legend thereof: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. (e) Exhibit A of the Twenty-First Supplemental Indenture is hereby further amended to insert a page containing the language set forth on Exhibit 1 hereto immediately after the page titled “OPTION OF HOLDER TO ELECT PURCHASE” and immediately prior to the page titled “SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE”.

Amendments to Indenture. (a) Section 2.03 This Fourth Supplemental Debenture Indenture is supplemental to the Base Indenture and the Existing Supplemental Debenture Indentures, and the Base Indenture, the Existing Supplemental Debenture Indentures and the Fourth Supplemental Debenture Indenture shall hereafter be read together and shall have effect, so far as practicable, with respect to the Indenture as if all the provisions of the Twenty-First Supplemental Indenture is hereby amended to add to the end of the last sentence of the first paragraph thereof the following proviso: “; provided, further, that if such Additional Notes, when issued, are held by Affiliates of the Company or otherwise subject to restrictions on resale under the Securities Act, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP number; provided, further, that if any such Additional Notes cease to be held by Affiliates of the Company or otherwise subject to restrictions on resale under the Securities Act, as applicable, as determined by the Company, the CUSIP number of such Additional Notes may be changed to the CUSIP number of other Notes of such Series that are not held by Affiliates of the Company or otherwise subject to restrictions on resale under the Securities Act”were contained in one instrument. (b) Section 2.03(j) As of and from the Twenty-First date hereof, the Base Indenture and the Existing Supplemental Indenture is hereby Debenture Indentures are amended by replacing all references to add “MPX Bioceutical Corporation” with “MPX Bioceutical ULC”, and to make all such changes as are necessary to give full and intended effect to this amendment and to ensure consistency in the following proviso to the end thereof: “provided, that Notes of this Series that are initially issued to DT will initially be evidenced by one or more Definitive Notes”Indenture. (c) With respect As of and from the date hereof, the Base Indenture and the Existing Supplemental Debenture Indentures are amended by adding iAnthus as a party to this Series the Indenture for the purposes of Notes, binding iAnthus to the obligations imposed upon it pursuant to Section 6.01(16.5(e) of the Base Indenture is hereby amended (as provided for in Section 2.1(3) of the First Supplemental Debenture Indenture), and to insert the phrase “(including Additional Interest, if any)” immediately after “default for 30 days make all such changes as are necessary to give full and intended effect to this amendment and to ensure consistency in the payment when due of interest” and immediately prior to “on the Notes of such Series;”Indenture. (d) Exhibit A In accordance with Sections 6.5(d) and 6.5(e) of the Twenty-Indenture (as provided for in Sections 2.1(2) and 2.1(3) of the First Supplemental Debenture Indenture, respectively), and notwithstanding any other provision of the Indenture, as and from the date hereof, a Debentureholder who exercises its right to convert Debentures pursuant to the Indenture is hereby amended shall be entitled to insert receive and shall accept, in lieu of the following language immediately after MPX Shares and warrants to acquire MPX Shares (“MPX Warrants”) it would otherwise have been entitled to acquire if the Global Notes Legend and conversion has occurred immediately prior to the Definitive Notes Legend thereof: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Effective Date, AS AMENDED a number of iAnthus Shares and warrants to purchase iAnthus Shares (THE “SECURITIES ACTiAnthus Warrants”) as is equal to the number of MPX Shares and MPX Warrants it would otherwise have been entitled to receive multiplied by the Exchange Ratio, at a Conversion Price determined in accordance with Section 6.5(d) of the Indenture (as provided for in Sections 2.1(2) of the First Supplemental Debenture Indenture), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATIONsubject to further adjustments as required by the Indenture. (e) Exhibit A of the Twenty-First Supplemental The Indenture is hereby and shall remain in full force and effect with regards to all matters governing it and the Debentures, except as the Indenture is further amended to insert a page containing amended, superseded, modified or supplemented in accordance with the language set forth on Exhibit 1 hereto immediately after the page titled “OPTION OF HOLDER TO ELECT PURCHASE” and immediately prior to the page titled “SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE”terms thereof.

Amendments to Indenture. (a) Section 2.03 of the Twenty-This First Supplemental Indenture is hereby amended to add supplemental to the end Indenture, and the Indenture and this First Supplemental Indenture shall hereafter be read together and shall have effect, so far as practicable, with respect to the Indenture and the Debentures as if all the provisions of the last sentence of the first paragraph thereof the following proviso: “; provided, further, that if such Additional Notes, when issued, are held by Affiliates of the Company or otherwise subject to restrictions on resale under the Securities Act, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP number; provided, further, that if any such Additional Notes cease to be held by Affiliates of the Company or otherwise subject to restrictions on resale under the Securities Act, as applicable, as determined by the Company, the CUSIP number of such Additional Notes may be changed to the CUSIP number of other Notes of such Series that are not held by Affiliates of the Company or otherwise subject to restrictions on resale under the Securities Act”Indenture and this First Supplemental Indenture were contained in one instrument. (b) Section 2.03(j) As of and from the Twenty-date of this First Supplemental Indenture, the Indenture is hereby and the Debentures are amended to add by removing the Corporation as a party to the following proviso Indenture and the Debentures and replacing the Corporation with its successor, New Mogo, and making all changes necessary to give full and intended effect to this amendment and to ensure consistency in the end thereof: “provided, that Notes of this Series that are initially issued to DT will initially be evidenced by one or more Definitive Notes”.Indenture and the Debentures; (c) With respect to this Series of Notes, In accordance with Section 6.01(14.4(c) of the Base Indenture, and notwithstanding any other provision of Section 4.4 of the Indenture, as and from the date hereof, any holder of Debentures who exercises its right to convert Debentures pursuant to the Indenture is hereby amended and the Debentures shall be entitled to insert receive and shall accept, in lieu of the phrase “(including Additional Interest, Mogo Shares it would otherwise have been entitled to acquire if any)” immediately after “default for 30 days in the payment when due of interest” and conversion has occurred immediately prior to “the Effective Time, such number of New Mogo Shares as is equal to the number of Mogo Shares it would otherwise have been entitled to receive on conversion of the Debentures immediately prior to the Arrangement. For greater certainty, no amendment is made hereunder to the Conversion Price set forth in the Indenture or the Debentures. The Conversion Price in effect on the Notes date hereof for each New Mogo Share to be issued on conversion of such Seriesthe Initial Debentures is $5.00 (subject to adjustment as provided in the Indenture);”. (d) Exhibit A of the Twenty-First Supplemental Indenture is hereby amended to insert the following language immediately after the Global Notes Legend and Each Debenture certificate outstanding immediately prior to the Definitive Notes Legend thereof: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Effective Time shall thereafter be deemed to include the amendments made hereunder. A replacement Debenture certificate may be issued by New Mogo in exchange for such outstanding Debenture certificate, AS AMENDED on substantially the same terms (THE “SECURITIES ACT”)other than modifications to reflect New Mogo as the issuer of such Debenture certificate and the issuance of New Mogo Shares) and in the form attached as Schedule "C" hereto. Schedule "A", OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFEREDSchedule "B", SOLDSchedule "C", ASSIGNEDSchedule "D" and Schedule "E" of the Indenture are deleted and replaced with Schedule "C", TRANSFERREDSchedule "D", PLEDGEDSchedule "E", ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROMSchedule "F" and Schedule "G" hereto, OR NOT SUBJECT TO, SUCH REGISTRATIONrespectively. (e) Exhibit A of The Indenture is and shall remain in full force and effect with regards to all matters governing it and the Twenty-Debentures, except as the Indenture is amended, superseded, modified or supplemented by this First Supplemental Indenture Indenture, and the Indenture, as amended and supplemented by this First Supplemental Indenture, is hereby further amended to insert a page containing the language set forth on Exhibit 1 hereto immediately after the page titled “OPTION OF HOLDER TO ELECT PURCHASE” and immediately prior to the page titled “SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE”in all respects confirmed.

Amendments to Indenture. (a) Section 2.03 of the Twenty-First Supplemental Indenture is hereby amended to add to the end of the last sentence of the first paragraph thereof the following proviso: “; provided, further, that if such Additional Notes, when issued, are held by Affiliates of the Company or otherwise subject to restrictions on resale under the Securities Act, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP number; provided, further, that if any such Additional Notes cease to be held by Affiliates of the Company or otherwise subject to restrictions on resale under the Securities Act, as applicable, as determined by the Company, the CUSIP number of such Additional Notes may be changed to the CUSIP number of other Notes of such Series that are not held by Affiliates of the Company or otherwise subject to restrictions on resale under the Securities Act”. (b) Section 2.03(j) of the Twenty-First Supplemental Indenture is hereby amended to add to the following proviso to the end thereof: “provided, that Notes of this Series that are initially issued to DT will initially be evidenced by one or more Definitive Notes”. (c) With respect to this Series of Notes, Section 6.01(1) of the Base Indenture is hereby amended to insert the phrase “(including Additional Interest, if any)) ” immediately after “default for 30 days in the payment when due of interest” and immediately prior to “on the Notes of such Series;”. (d) Exhibit A of the Twenty-First Supplemental Indenture is hereby amended to insert the following language immediately after the Global Notes Legend and immediately prior to the Definitive Notes Legend thereof: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. (e) Exhibit A of the Twenty-First Supplemental Indenture is hereby further amended to insert a page containing the language set forth on Exhibit 1 hereto immediately after the page titled “OPTION OF HOLDER TO ELECT PURCHASE” and immediately prior to the page titled “SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE”.