Common use of Amendments to the Indenture Clause in Contracts

Amendments to the Indenture. (a) The definition of “Redemption Price” in Section 1.1 of the Indenture shall be amended by adding the words “or Mandatory Redemption Date, as applicable” following the words “Redemption Date” in the third line of that definition. (b) Section 3.3 of the Indenture shall be deleted in its entirety and replaced by the following: “Every Debenture issued hereunder, whether issued originally or in exchange for a previously issued Debenture, shall bear interest from and including the later of (a) its Original Issue Date (or from such other date as may be expressed in such Debenture) and (b) the first day of the month of the last Interest Payment Date to which full interest shall have been paid or made available for payment on the outstanding Debentures. Whenever in this Indenture there is mention, in any context, of the payment of interest, such mention shall be deemed to include the payment of interest on amounts in default.” (c) Subsection 3.4(b) of the Indenture shall be deleted in its entirety and replaced by the following: “Interest for each period in respect of which interest is payable under this Indenture shall be payable from and including the first day of the month of the prior Interest Payment Date to but excluding the first day of the month of the following Interest Payment Date, or in the case of a Redemption Date or Mandatory Redemption Date, as applicable, to but excluding such date, provided that if the next following Interest Payment Date is the Final Instalment Date interest will be payable to and including the Final Instalment Date.” (d) Section 3.8 of the Indenture shall be amended by deleting the words “Payment Agent” in the sixth line of that section and replacing such words with the words “Paying Agent”. (e) Subsection 4.5(c) of the Indenture shall be amended by deleting the words “Redemption Notice” in the second line of that subsection and replacing such words with the words “Mandatory Redemption Event Notice”. (f) Subsection 4.7(c) of the Indenture shall be amended by deleting the word “including” in the fourth line of that subsection and replacing such word with the word “excluding”. (g) Subsection 6.2(a) of the Indenture shall be amended by adding the word “unpaid” following the words “together with accrued and” in the first line of such subsection.

Amendments to the Indenture. (a) The definition of “Redemption Price” in Section 1.1 (i) issuance date of the Indenture First Refinancing Notes and (ii) the redemption date of the Redeemed Notes, in each case, shall be amended by adding on the words “or Mandatory Redemption First Refinancing Date, as applicable” following the words “Redemption Date” . The First Refinancing Notes shall be issued in the third line minimum denominations of that definitionU.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. (b) Section 3.3 As of the date hereof, the Indenture shall be deleted is hereby amended to delete the stricken text (indicated textually in its entirety and replaced by the followingsame manner as the following example: “Every Debenture issued hereunder, whether issued originally or in exchange for a previously issued Debenture, shall bear interest from and including the later of (a) its Original Issue Date (or from such other date as may be expressed in such Debenturestricken text) and to add the bold and double-underlined text (bindicated textually in the same manner as the following example: bold and double-underlined text) the first day of the month of the last Interest Payment Date to which full interest shall have been paid or made available for payment as set forth on the outstanding Debentures. Whenever in this Indenture there is mention, in any context, of the payment of interest, such mention shall be deemed to include the payment of interest on amounts in defaultattached as Appendix A hereto.” (c) Subsection 3.4(bThe Exhibits to the Indenture are amended and restated, as reasonably acceptable to the Issuer, the Collateral Manager and the Trustee in order to make such forms consistent with the terms of the First Refinancing Notes and the Indenture, as amended pursuant to clause (b) above (and the Issuer shall provide, or cause to be provided, to the Trustee a copy of such amended Exhibits). (d) Notwithstanding anything in the Indenture, the Issuer hereby directs the Trustee (i) to deposit in the Collection Account and transfer to the Payment Account the proceeds of the First Refinancing Notes and any other available funds available for distribution on the First Refinancing Date in an amount necessary to pay the Redemption Prices of the Redeemed Notes and any related expenses and other amounts referred to in Section 9.2(d) of the Indenture (as identified by, or on behalf of, the Issuer), in each case, in accordance with Article IX of the Indenture, and (ii) to apply the remaining proceeds of the First Refinancing Notes, received on the First Refinancing Date, if any, and amounts in the Collection Account as set forth in the below described final flow of funds. Notwithstanding the foregoing, the Trustee shall apply any amounts on deposit in any of the Accounts as indicated in the final flow of funds to be deleted in its entirety and replaced provided by the following: “Interest for each period in respect of which interest is payable under this Indenture shall be payable from and including Collateral Manager to the first day of Trustee on or prior to the month of the prior Interest Payment Date to but excluding the first day of the month of the following Interest Payment First Refinancing Date, or in the case of a Redemption Date or Mandatory Redemption Date, as applicable, to but excluding such date, provided that if the next following Interest Payment Date is the Final Instalment Date interest will be payable to and including the Final Instalment Date.” (d) Section 3.8 of the Indenture shall be amended by deleting the words “Payment Agent” in the sixth line of that section and replacing such words with the words “Paying Agent”. (e) Subsection 4.5(cNotwithstanding anything to the contrary in the Indenture, the Collateral Manager, in its sole discretion, may direct the Trustee to deposit in the Collection Account all or any portion of any Principal Proceeds that would otherwise be paid on the First Refinancing Date to the Fiscal Agent for payment to the holders of the Preferred Shares pursuant to Section 11.1(a)(ii) of the Indenture shall be amended by deleting the words “Redemption Notice” in the second line of that subsection and replacing such words with the words “Mandatory Redemption Event Notice”Indenture. (f) Subsection 4.7(c) The First Refinancing Notes shall be issued substantially in the forms attached to the Indenture and shall be executed by the Issuer and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered to the Issuer by the Trustee upon Issuer Order and upon receipt by the Trustee of the Indenture shall be amended by deleting the word “including” in the fourth line of that subsection and replacing such word with the word “excluding”. (g) Subsection 6.2(a) of the Indenture shall be amended by adding the word “unpaid” following the words “together with accrued and” in the first line of such subsection.following:

Amendments to the Indenture. (a) The definition of “Redemption Price” in Section 1.1 of the Indenture shall be amended by adding the words “(i) issuance or Mandatory Redemption Dateincurrence date, as applicable” following , of the words “Redemption First Refinancing Debt and (ii) the redemption date of (x) the Redeemed Debt and (y) 85,306 Preferred Shares, in each case, shall be on the First Refinancing Date” . The First Refinancing Debt shall be issued or incurred in the third line minimum denominations of that definitionU.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. (b) Section 3.3 As of the date hereof, the Indenture shall be deleted is hereby amended to delete the stricken text (indicated textually in its entirety and replaced by the followingsame manner as the following example: “Every Debenture issued hereunder, whether issued originally or in exchange for a previously issued Debenture, shall bear interest from and including the later of (a) its Original Issue Date (or from such other date as may be expressed in such Debenturestricken text) and to add the bold and double-underlined text (bindicated textually in the same manner as the following example: bold and double-underlined text) the first day of the month of the last Interest Payment Date to which full interest shall have been paid or made available for payment as set forth on the outstanding Debentures. Whenever in this Indenture there is mention, in any context, of the payment of interest, such mention shall be deemed to include the payment of interest on amounts in defaultattached as Appendix A hereto.” (c) Subsection 3.4(bThe Exhibits to the Indenture are amended and restated, as reasonably acceptable to the Issuer, the Collateral Manager and the Collateral Trustee in order to make such forms consistent with the terms of the First Refinancing Debt and the Indenture, as amended pursuant to clause (b) above (and the Issuer shall provide, or cause to be provided, to the Collateral Trustee a copy of such amended Exhibits). (d) Notwithstanding anything in the Indenture, the Issuer hereby directs the Collateral Trustee (i) to deposit in the Collection Account and transfer to the Payment Account the proceeds of the First Refinancing Debt and any other available funds available for distribution on the First Refinancing Date in an amount necessary to pay the Redemption Prices of the Redeemed Debt and 85,306 Preferred Shares redeemed in the Preferred Shares Partial Redemption and, in each case, any related expenses and other amounts referred to in Section 9.2(e) of the Indenture (as identified by, or on behalf of, the Issuer), in each case, in accordance with Article IX of the Indenture, and (ii) to apply the remaining proceeds of the First Refinancing Debt, received on the First Refinancing Date, if any, and amounts in the Collection Account as set forth in the below described final flow of funds. Notwithstanding the foregoing, the Collateral Trustee shall apply any amounts on deposit in any of the Accounts as indicated in the final flow of funds to be deleted in its entirety and replaced provided by the following: “Interest for each period in respect of which interest is payable under this Indenture shall be payable from and including Collateral Manager to the first day of Collateral Trustee on or prior to the month of the prior Interest Payment Date to but excluding the first day of the month of the following Interest Payment First Refinancing Date, or in the case of a Redemption Date or Mandatory Redemption Date, as applicable, to but excluding such date, provided that if the next following Interest Payment Date is the Final Instalment Date interest will be payable to and including the Final Instalment Date.” (d) Section 3.8 of the Indenture shall be amended by deleting the words “Payment Agent” in the sixth line of that section and replacing such words with the words “Paying Agent”. (e) Subsection 4.5(c) The First Refinancing Notes shall be issued substantially in the forms attached to the Indenture and shall be executed by the Issuer and delivered to the Collateral Trustee for authentication and thereupon the same shall be authenticated and delivered to the Issuer by the Collateral Trustee upon Issuer Order and upon receipt by the Collateral Trustee of the Indenture shall be amended by deleting the words “Redemption Notice” in the second line of that subsection and replacing such words with the words “Mandatory Redemption Event Notice”. (f) Subsection 4.7(c) of the Indenture shall be amended by deleting the word “including” in the fourth line of that subsection and replacing such word with the word “excluding”. (g) Subsection 6.2(a) of the Indenture shall be amended by adding the word “unpaid” following the words “together with accrued and” in the first line of such subsection.following:

Amendments to the Indenture. (a) The definition first paragraph of “Redemption Price” in Section 1.1 4.09 of the Indenture shall be amended by adding the words “or Mandatory Redemption Date, as applicable” following the words “Redemption Date” in the third line of that definition. (b) Section 3.3 of the Indenture shall be is hereby deleted in its entirety and replaced by with the following: “Every Debenture issued hereunder"The Company shall not, whether issued originally and shall not permit any of its Subsidiaries to, directly or in exchange for a previously issued Debentureindirectly, shall bear interest from and create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including the later of (a) its Original Issue Date (or from such other date as may be expressed in such DebentureAcquired Debt) and the Company shall not issue any Disqualified Stock and shall not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company or any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock or preferred stock if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would have been at least (i) if the incurrence or issuance occurs on or prior to the second anniversary of the Issue Date, 2.0 to 1.0 and (ii) if the incurrence of issuance occurs thereafter, 2.25 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or preferred stock had been issued, as the case may be, at the beginning of such four-quarter period." (b) the first day Paragraph (i) of the month of the last Interest Payment Date to which full interest shall have been paid or made available for payment on the outstanding Debentures. Whenever in this Indenture there is mention, in any context, of the payment of interest, such mention shall be deemed to include the payment of interest on amounts in default.” (c) Subsection 3.4(b) Section 4.09 of the Indenture shall be is hereby deleted in its entirety and replaced by with the following: “Interest for each period "the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness and letters of credit pursuant to the Senior Credit Facilities; provided that the aggregate amount of all Indebtedness then classified as having been incurred in respect of which interest is payable reliance upon this clause (i) that remains outstanding under this Indenture shall be payable from and including the first day of the month of the prior Interest Payment Date Senior Credit Facilities after giving effect to but excluding the first day of the month of the following Interest Payment Date, or in the case of a Redemption Date or Mandatory Redemption Date, as applicablesuch incurrence does not exceed an amount equal to $330.0 million less, to but excluding such date, provided that if the next following Interest Payment Date extent a permanent repayment and/or commitment reduction is the Final Instalment Date interest will be payable to and including the Final Instalment Date.” (d) Section 3.8 of the Indenture shall be amended by deleting the words “Payment Agent” in the sixth line of that section and replacing such words with the words “Paying Agent”. (e) Subsection 4.5(c) of the Indenture shall be amended by deleting the words “Redemption Notice” in the second line of that subsection and replacing such words with the words “Mandatory Redemption Event Notice”. (f) Subsection 4.7(c) of the Indenture shall be amended by deleting the word “including” in the fourth line of that subsection and replacing such word with the word “excluding”. (g) Subsection 6.2(a) of the Indenture shall be amended by adding the word “unpaid” following the words “together with accrued and” in the first line required thereunder as a result of such subsection.application, the aggregate amount of Net Proceeds applied to repayments under the Senior Credit Facilities in accordance with Section 4.10;"

Amendments to the Indenture. (a) The definition (i) issuance or incurrence date, as applicable, of “Redemption Price” the First Refinancing Notes and (ii) the redemption date of the Redeemed Notes shall be on the First Refinancing Date. The First Refinancing Notes shall be issued or incurred in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The First Refinancing Notes shall be divided into the Classes, having the designations, initial principal amounts and other characteristics set forth in Section 1.1 2.3 of the Indenture shall be amended by adding the words “or Mandatory Redemption Date, (as applicable” following the words “Redemption Date” in the third line of that definitioneffect immediately after this Supplemental Indenture). (b) Section 3.3 As of the date hereof, the Indenture shall be deleted is hereby amended to delete the stricken text (indicated textually in its entirety and replaced by the followingsame manner as the following example: “Every Debenture issued hereunder, whether issued originally or in exchange for a previously issued Debenture, shall bear interest from and including the later of (a) its Original Issue Date (or from such other date as may be expressed in such Debenturestricken text) and to add the bold and double-underlined text (bindicated textually in the same manner as the following example: bold and double-underlined text) the first day of the month of the last Interest Payment Date to which full interest shall have been paid or made available for payment as set forth on the outstanding Debentures. Whenever in this Indenture there is mention, in any context, of the payment of interest, such mention shall be deemed to include the payment of interest on amounts in defaultattached as Appendix A hereto.” (c) Subsection 3.4(bThe Exhibits to the Indenture are amended and restated, as reasonably acceptable to the Issuer, the Collateral Manager and the Trustee in order to make such forms consistent with the terms of the First Refinancing Notes and the Indenture, as amended pursuant to clause (b) above (and the Issuer shall provide, or cause to be provided, to the Trustee a copy of such amended Exhibits). (d) Notwithstanding anything in the Indenture, the Issuer hereby directs the Trustee (i) to deposit in the Collection Account and transfer to the Payment Account the proceeds of the First Refinancing Notes and any other available funds available for distribution on the First Refinancing Date in an amount necessary to pay the Redemption Prices of the Redeemed Notes and any related expenses and other amounts referred to in Section 9.2(d) of the Indenture (as identified by, or on behalf of, the Issuer), in each case, in accordance with Article IX of the Indenture, and (ii) to apply the remaining proceeds of the First Refinancing Notes, received on the First Refinancing Date, if any, and amounts in the Collection Account as set forth in the below described final flow of funds. Notwithstanding the foregoing, the Trustee shall apply any amounts on deposit in any of the Accounts as indicated in the final flow of funds to be deleted in its entirety and replaced provided by the following: “Interest for each period in respect of which interest is payable under this Indenture shall be payable from and including Collateral Manager to the first day of Trustee on or prior to the month of the prior Interest Payment Date to but excluding the first day of the month of the following Interest Payment First Refinancing Date, or in the case of a Redemption Date or Mandatory Redemption Date, as applicable, to but excluding such date, provided that if the next following Interest Payment Date is the Final Instalment Date interest will be payable to and including the Final Instalment Date.” (d) Section 3.8 of the Indenture shall be amended by deleting the words “Payment Agent” in the sixth line of that section and replacing such words with the words “Paying Agent”. (e) Subsection 4.5(c) The First Refinancing Notes shall be issued substantially in the forms attached to the Indenture and shall be executed by the Issuer and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered to the Issuer by the Trustee upon Issuer Order and upon receipt by the Trustee of the Indenture shall be amended by deleting the words “Redemption Notice” in the second line of that subsection and replacing such words with the words “Mandatory Redemption Event Notice”. (f) Subsection 4.7(c) of the Indenture shall be amended by deleting the word “including” in the fourth line of that subsection and replacing such word with the word “excluding”. (g) Subsection 6.2(a) of the Indenture shall be amended by adding the word “unpaid” following the words “together with accrued and” in the first line of such subsection.following:

Amendments to the Indenture. Subject to the execution and delivery hereof by the parties hereto, the Indenture is hereby amended as follows: (a) The Subsection (d) of the definition of “Redemption PricePermitted Indebtedness” in Section 1.1 101 of the Indenture shall be is hereby amended by adding and restated to read as follows: (i) Indebtedness of the words “Company or Mandatory Redemption Dateany Restricted Subsidiary incurred under the Amended Credit Agreement in an aggregate principal amount at any one time outstanding not to exceed the greater of (x) $90,000,000 and (y) the sum of $45,000,000 and the Borrowing Base at the time such Indebtedness was incurred, as applicable” following or any refinancing, refunding, deferral, renewal or extension thereof not in excess of such amount; and (ii) Indebtedness of the words “Redemption Date” Company or any Restricted Subsidiary incurred prior to December 31, 2006 in the third line an aggregate principal amount up to $25,000,000, or any refinancing, refunding, deferral, renewal or extension thereof not in excess of that definitionsuch amount. (b) Section 3.3 1001 is hereby amended to add the following sentence: In addition, the Company agrees that on September 15, 2006 the Company shall make a cash payment (the “Consent Fee”) of $5.00 per $1,000 principal amount of Securities as to which a Holder (as defined in the Company’s Consent Solicitation Statement dated March 30, 2006 (the “Consent Statement”)) as of the close of business on March 29, 2006 has delivered a duly executed consent (the “Consent”) to the terms of the First Supplemental Indenture attached as Exhibit A to the Consent Statement prior to the Expiration Date (as defined in the Consent Statement) that was not revoked prior to the date of such First Supplemental Indenture (such Holders being hereinafter referred to as the “Consenting Holders”), which Consent Fee shall be deleted paid in accordance with the terms of the Consent. (c) Section 501(1) shall be amended to read in its entirety and replaced by the followingas follows: “Every Debenture issued hereunder, whether issued originally or in exchange for a previously issued Debenture, shall bear interest from and including the later of (a) its Original Issue Date (or from such other date as may be expressed in such Debenture) and (b) the first day of the month of the last Interest Payment Date to which full interest shall have been paid or made available for payment on the outstanding Debentures. Whenever in this Indenture there is mention, in any context, of the payment of interest, such mention There shall be deemed to include a default in the payment of interest on amounts in defaultany Security or the Consent Fee when the same becomes due and payable and the Default continues for a period of thirty (30) days.” (c) Subsection 3.4(b) of the Indenture shall be deleted in its entirety and replaced by the following: “Interest for each period in respect of which interest is payable under this Indenture shall be payable from and including the first day of the month of the prior Interest Payment Date to but excluding the first day of the month of the following Interest Payment Date, or in the case of a Redemption Date or Mandatory Redemption Date, as applicable, to but excluding such date, provided that if the next following Interest Payment Date is the Final Instalment Date interest will be payable to and including the Final Instalment Date.” (d) A new Section 3.8 of 1021 is hereby added to the Indenture shall be amended by deleting the words “Payment Agent” in the sixth line of that section and replacing such words with the words “Paying Agent”. (e) Subsection 4.5(c) of the Indenture shall be amended by deleting the words “Redemption Notice” in the second line of that subsection and replacing such words with the words “Mandatory Redemption Event Notice”. (f) Subsection 4.7(c) of the Indenture shall be amended by deleting the word “including” in the fourth line of that subsection and replacing such word with the word “excluding”. (g) Subsection 6.2(a) of the Indenture shall be amended by adding the word “unpaid” following the words “together with accrued and” in the first line of such subsection.Indenture, to read as follows:

Amendments to the Indenture. (a) The definition Issuer will issue the First Refinancing Notes, the proceeds of “Redemption Price” which shall be used to redeem the Redeemed Debt, which First Refinancing Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as set forth in Section 1.1 2.3 of the conformed Indenture shall be amended by adding attached as Appendix A hereto. On the words “or Mandatory Redemption First Refinancing Date, as applicable” following the words “Redemption Date” in Issuer shall issue the third line of that definitionAdditional Preferred Shares. (b) Section 3.3 The (i) issuance of the Indenture First Refinancing Notes and the Additional Preferred Shares and (ii) the redemption date of the Redeemed Debt shall be deleted in its entirety and replaced by the following: “Every Debenture issued hereunder, whether issued originally or in exchange for a previously issued Debenture, shall bear interest from and including the later of (a) its Original Issue Date (or from such other date as may be expressed in such Debenture) and (b) the first day of the month of the last Interest Payment Date to which full interest shall have been paid or made available for payment on the outstanding DebenturesFirst Refinancing Date. Whenever in this Indenture there is mention, in any context, of the payment of interest, such mention The First Refinancing Notes shall be deemed to include the payment issued or incurred in minimum denominations of interest on amounts U.S.$250,000 and integral multiples of U.S.$1.00 in defaultexcess thereof.” (c) Subsection 3.4(b) As of the date hereof, the Indenture shall be deleted is hereby amended to delete the stricken text (indicated textually in its entirety the same manner as the following example: stricken text) and replaced by to add the followingbold and double-underlined text (indicated textually in the same manner as the following example: “Interest for each period in respect of which interest is payable under this Indenture shall be payable from bold and including double-underlined text) as set forth on the first day pages of the month of the prior Interest Payment Date to conformed Indenture attached as Appendix A hereto (including Schedules but excluding the first day of the month of the following Interest Payment Date, or in the case of a Redemption Date or Mandatory Redemption Date, as applicable, to but excluding such date, provided that if the next following Interest Payment Date is the Final Instalment Date interest will be payable to and including the Final Instalment DateExhibits hereto).” (d) Section 3.8 The Exhibits to the Indenture are amended and restated, as reasonably acceptable to the Issuer, the Collateral Manager and the Collateral Trustee in order to make such forms consistent with the terms of the Indenture First Refinancing Notes and the Indenture, as amended pursuant to clause (b) above (and the Issuer shall provide, or cause to be provided, to the Collateral Trustee a copy of such amended by deleting the words “Payment Agent” in the sixth line of that section and replacing such words with the words “Paying Agent”Exhibits). (e) Subsection 4.5(cNotwithstanding anything in the Indenture, the Issuer hereby directs the Collateral Trustee (i) to deposit in the Collection Account and transfer to the Payment Account the proceeds of the First Refinancing Notes and Additional Preferred Shares and any other available funds available for distribution on the First Refinancing Date in an amount necessary to pay the Redemption Prices of the Redeemed Debt and, in each case, any related expenses and other amounts referred to in Section 9.2(d) of the Indenture shall be amended by deleting (as identified by, or on behalf of, the words “Redemption Notice” Issuer), in each case, in accordance with Article IX of the Indenture, and (ii) to apply the remaining proceeds of the First Refinancing Notes and Additional Preferred Shares, received on the First Refinancing Date, if any, and amounts in the second line Collection Account as set forth in the below described final flow of that subsection and replacing such words with funds. Notwithstanding the words “Mandatory Redemption Event Notice”foregoing, the Collateral Trustee shall apply any amounts on deposit in any of the Accounts as indicated in the final flow of funds to be provided by the Collateral Manager to the Collateral Trustee on or prior to the First Refinancing Date. (f) Subsection 4.7(c) The First Refinancing Notes shall be issued substantially in the forms attached to the Indenture and shall be executed by the Issuer and delivered to the Collateral Trustee for authentication and thereupon the same shall be authenticated and delivered to the Issuer by the Collateral Trustee upon Issuer Order and upon receipt by the Collateral Trustee of the Indenture shall be amended by deleting the word “including” in the fourth line of that subsection and replacing such word with the word “excluding”. (g) Subsection 6.2(a) of the Indenture shall be amended by adding the word “unpaid” following the words “together with accrued and” in the first line of such subsection.following:

Amendments to the Indenture. The Indenture is hereby amended as follows: (a) The definition provisions of “Redemption Price” in Section 1.1 2.13 of the Indenture shall be amended by adding the words “or Mandatory Redemption Date, as applicable” following the words “Redemption Date” in the third line first paragraph of that definition. (b) Section 3.3 of the Indenture shall be deleted 2.13 are hereby amended and restated in its entirety to read as follows: In the event that an Additional Note is issued pursuant to this Section 2.13 and replaced by in reliance on Section 4.11(b)(xxiii) in an amount not to exceed $40.0 million in aggregate principal amount (such Additional Note, the following: “Every Debenture issued hereunderNew Note”), whether issued originally or in exchange for the initial holder of the New Note shall have the right, only upon the occurrence of an Event of Default under Section 7.01(a)(vi) and only if such initial holder shall continue to hold the entire initial principal amount of the New Note, to purchase all, but not less than all, other outstanding Notes from the First Supplemental Consenting Holders thereof at a previously issued Debenturepurchase price equal to the principal amount of such Notes, plus accrued and unpaid interest to, but not including, the date of purchase. Such purchase shall bear interest from be consummated upon reasonable notice to the Trustee and including the later First Supplemental Consenting Holders of (a) its Original Issue Date (or from the Notes and upon such other terms as shall be reasonably acceptable to the Trustee, except that any such purchase notice to the Trustee and the First Supplemental Consenting Holders shall be given no later than 15 days before the date as may be expressed in of such Debenture) and (b) purchase. Provided that the first day initial holder of the month New Note has caused the deposit of funds with the Trustee sufficient to consummate the purchase of the last Interest Payment Date to which full interest shall have been paid or made available for payment outstanding Notes on the outstanding Debentures. Whenever in this Indenture there is mentionpurchase date, in any context, of the payment of interest, such mention Notes subject to the purchase right shall be deemed automatically transferred by the First Supplemental Consenting Holder to the initial holder of the New Note on the purchase date without any further action by the First Supplemental Consenting Holder. THE FOREGOING PURCHASE RIGHT IN FAVOR OF THE HOLDER OF THE NEW NOTE (THE “REPURCHASE RIGHT”) IS A MATERIAL INDUCEMENT TO SUCH HOLDER’S PARTICIPATION IN AN OVERALL RESTRUCTURING OF THE COMPANY THAT PROVIDES SUBSTANTIAL BENEFIT AND CONSIDERATION TO THE HOLDERS OF EXISTING NOTES. AS NOTED ELSEWHERE, THE NEW NOTE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE NOTES AND NOTE GUARANTEES INITIALLY ISSUED UNDER THE INDENTURE IN THE EVENT OF A BANKRUPTCY OF THE COMPANY. IN THE EVENT A FIRST SUPPLEMENTAL CONSENTING HOLDER OF NOTES FAILS TO COMPLY WITH THE REPURCHASE RIGHT (A “NON-COMPLIANT HOLDER”), THE HOLDER OF THE NEW NOTE SHALL NOT BE SUBORDINATED IN RIGHT OF PAYMENT IN ANY WAY WITH RESPECT TO THE NON-COMPLIANT HOLDER, WHETHER UNDER THIS INDENTURE, THE NOTE GUARANTEES OR OTHERWISE. On April 9, 2012, an Additional Note was issued pursuant to Section 2.13 and in reliance on Section 4.11(b)(xxiii) in an amount equal to $40.0 million in aggregate principal amount (such Additional Note, the “New Note”). The initial holder of the New Note (which shall include any wholly-owned subsidiary of the payment initial holder to which the initial holder transfers its interest in such New Note) shall have the right (such right, the “Repurchase Right”), only upon the occurrence of an Event of Default under Section 7.01(a)(vi) or Section 7.01(a)(vii) and only if such holder shall continue to hold the entire initial principal amount of the New Note, to purchase all, but not less than all, other outstanding Notes from the Second Supplemental Consenting Holders thereof at a purchase price equal to the principal amount of such Notes, plus accrued and unpaid interest (including interest accruing on amounts or after the commencement of any proceeding referenced in default.” (cSection 7.01(a)(vi) Subsection 3.4(bor Section 7.01(a)(vii) of the Indenture Indenture, whether or not such interest would be allowed in any such proceeding) to, but not including, the date of purchase (the “Purchase Date”). Such purchase shall be deleted in its entirety consummated upon reasonable notice to the Trustee and replaced the Second Supplemental Consenting Holders of the Notes, except that any such purchase notice to the Trustee and the Second Supplemental Consenting Holders shall be given no later than 15 days before the Purchase Date. Provided that the initial holder of the New Note has caused the deposit of funds with the Trustee sufficient to consummate the purchase of the outstanding Notes on the Purchase Date, the Notes subject to the Repurchase Right shall be deemed automatically transferred by the following: “Interest for each period in respect Second Supplemental Consenting Holder to the initial holder of which interest is payable under this Indenture the New Note on the Purchase Date without any further action by the Second Supplemental Consenting Holder. Notice of the Repurchase Right to the Second Supplemental Consenting Holders of the Notes shall be payable from and including the first day deemed made upon occurrence of any of the month following: 1. Three Business Days following written notice of the prior Interest Payment Date to but excluding Repurchase Right by the first day Holder of the month New Note to DTC; 2. Three Business Days following written notice of the following Interest Payment Date, or in Repurchase Right by the case of a Redemption Date or Mandatory Redemption Date, as applicable, to but excluding such date, provided that if the next following Interest Payment Date is the Final Instalment Date interest will be payable to and including the Final Instalment Date.” (d) Section 3.8 Holder of the Indenture shall be amended by deleting New Note to the words “Payment Agent” in the sixth line of that section and replacing such words with the words “Paying Agent”.Trustee; or (e) Subsection 4.5(c) 3. Written notice of the Indenture shall be amended Repurchase Right is delivered by deleting the words “Redemption Notice” in Company to the second line of that subsection and replacing such words with Trustee directing the words “Mandatory Redemption Event Notice”. (f) Subsection 4.7(c) Trustee to provide notice to the Second Supplemental Consenting Holders of the Indenture Notes. The Company shall be amended provide the notice in subsection 3 above within two Business Days following written notice to the Company by deleting the word “including” in the fourth line of that subsection and replacing such word with the word “excluding”. (g) Subsection 6.2(a) Holder of the Indenture shall be amended by adding the word New Note. THE REPURCHASE RIGHT IS A MATERIAL INDUCEMENT TO SUCH HOLDER’S PARTICIPATION IN AN OVERALL RESTRUCTURING OF THE COMPANY THAT PROVIDES SUBSTANTIAL BENEFIT AND CONSIDERATION TO THE HOLDERS OF EXISTING NOTES. AS NOTED ELSEWHERE, THE NEW NOTE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE NOTES AND NOTE GUARANTEES INITIALLY ISSUED UNDER THE INDENTURE IN THE EVENT OF A BANKRUPTCY OF THE COMPANY OR CERTAIN OF ITS SUBSIDIARIES. IN THE EVENT A SECOND SUPPLEMENTAL CONSENTING HOLDER OF NOTES FAILS TO COMPLY WITH THE REPURCHASE RIGHT (A “unpaid” following the words “together with accrued and” in the first line of such subsectionNON-COMPLIANT HOLDER”), THE HOLDER OF THE NEW NOTE SHALL NOT BE SUBORDINATED IN RIGHT OF PAYMENT IN ANY WAY WITH RESPECT TO THE NONCOMPLIANT HOLDER, WHETHER UNDER THIS INDENTURE, THE NOTE GUARANTEES OR OTHERWISE.

Amendments to the Indenture. The Indenture is hereby amended as follows: (i) Section 3.01 is hereby amended by deleting clause (a) The definition of “Redemption Price” in Section 1.1 its entirety and replacing clause (a) with the following: (a) If the Company elects to redeem the Notes pursuant to the optional redemption provisions hereof, it must notify the Trustee of the Indenture shall be amended by adding the words “or Mandatory Redemption Date, the Redemption Price and the principal amount of the Notes to be redeemed by delivering written notice at least 10 days before the Redemption Date (unless a shorter period is satisfactory to the Trustee). Any such notice may be cancelled at any time prior to notice of such redemption being mailed to any Holder and shall thereby be void and of no effect. If fewer than all of the Notes are being redeemed, the particular Notes to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the outstanding Notes not previously called for redemption, by such method as applicable” following may be specified by the words “Redemption Date” terms of such Notes or, if no such method is so specified, pro rata or by such method as the Trustee shall deem fair and appropriate. The Trustee shall notify the Company promptly in writing of the Notes or portions of Notes to be called for redemption and, in the third line case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. Except as otherwise provided as to the Notes, the Notes and portions thereof that definitionthe Trustee selects shall be in amounts equal to the minimum authorized denomination for the Notes to be redeemed or any integral multiple thereof, except that if all of the Notes are to be redeemed, the entire outstanding amount of the Notes held by such Holder, even if not equal to the minimum authorized denomination for the Notes, shall be redeemed. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.” (ii) Section 3.01 is hereby amended by deleting clause (b) in its entirety and replacing clause (b) with the following: (b) Section 3.3 Notice of redemption must be mailed by first-class mail by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Indenture shall Company, to Holders at the address set forth in the most recent noteholder list described in Section 2.05 hereof whose Notes are to be deleted redeemed at least 10 days but not more than 60 days before the Redemption Date, unless a shorter period is specified in the Notes to be redeemed. The notice of redemption will identify the Notes to be redeemed and will include or state the following: (1) the Redemption Date; (2) the Redemption Price fixed in accordance with the terms of the Notes to be redeemed, plus accrued interest, if any, to the date fixed for redemption; (3) the place or places where Notes are to be surrendered to the Paying Agent for redemption; (4) that Notes called for redemption must be so surrendered to the Paying Agent in order to collect the Redemption Price; (5) that, on the Redemption Date, the Redemption Price will become due and payable on Notes called for redemption, and, unless the Company defaults in payment of the Redemption Price, interest on Notes called for redemption will cease to accrue on and after the Redemption Date; (6) if less than all the outstanding Notes are to be redeemed, the identification (and, in the case of partial redemption, the principal amounts) of the particular Notes to be redeemed; (7) if any Note contains a CUSIP number, no representation is being made as to the correctness of the CUSIP number either as printed on the Notes or as contained in the notice of redemption and that the Holder should rely only on the other identification numbers printed on the Notes; and (8) that the redemption is for a sinking fund, if such is the case.” (iii) Section 4.06 is hereby amended by deleting such Section in its entirety and replaced by replacing it with the following: “Every Debenture issued hereunder, whether issued originally or in exchange for a previously issued Debenture, shall bear interest from and including the later of (a) its Original Issue Date (or from such other date as may be expressed in such Debenture) and (b) the first day of the month of the last Interest Payment Date to which full interest shall have been paid or made available for payment on the outstanding Debentures. Whenever in this Indenture there is mention, in any context, of the payment of interest, such mention shall be deemed to include the payment of interest on amounts in defaultINTENTIONALLY OMITTED.”; (civ) Subsection 3.4(b) of the Indenture shall be deleted Section 4.07 is hereby amended by deleting such Section in its entirety and replaced by replacing it with the following: “Interest for each period in respect of which interest is payable under this Indenture shall be payable from and including the first day of the month of the prior Interest Payment Date to but excluding the first day of the month of the following Interest Payment Date, or in the case of a Redemption Date or Mandatory Redemption Date, as applicable, to but excluding such date, provided that if the next following Interest Payment Date is the Final Instalment Date interest will be payable to and including the Final Instalment DateINTENTIONALLY OMITTED.”; (dv) Section 3.8 of the Indenture shall be 5.01 is hereby amended by deleting such Section in its entirety and replacing it with the words following: “Payment Agent” INTENTIONALLY OMITTED.”; (vi) Section 6.01 is hereby amended by deleting clauses (3) and (5) in the sixth line of that section their entirety and replacing such words clauses (3) and (5) with the words following: “Paying AgentINTENTIONALLY OMITTED.”. (e) Subsection 4.5(c) of the Indenture shall be amended by deleting the words “Redemption Notice” in the second line of that subsection and replacing such words with the words “Mandatory Redemption Event Notice”. (f) Subsection 4.7(c) of the Indenture shall be amended by deleting the word “including” in the fourth line of that subsection and replacing such word with the word “excluding”. (g) Subsection 6.2(a) of the Indenture shall be amended by adding the word “unpaid” following the words “together with accrued and” in the first line of such subsection.;

Amendments to the Indenture. (a) The definition of “Redemption Price” in Section 1.1 of the Indenture shall be amended by adding the words “(i) issuance or Mandatory Redemption Dateincurrence date, as applicable” following , of the words “Redemption First Refinancing Debt and the Additional Preferred Shares and (ii) the redemption date of the Redeemed Debt shall be on the First Refinancing Date” . The First Refinancing Debt shall be issued or incurred in the third line minimum denominations of that definitionU.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. (b) Section 3.3 As of the date hereof, the Indenture shall be deleted is hereby amended to delete the stricken text (indicated textually in its entirety and replaced by the followingsame manner as the following example: “Every Debenture issued hereunder, whether issued originally or in exchange for a previously issued Debenture, shall bear interest from and including the later of (a) its Original Issue Date (or from such other date as may be expressed in such Debenturestricken text) and to add the bold and double-underlined text (bindicated textually in the same manner as the following example: bold and double-underlined text) the first day of the month of the last Interest Payment Date to which full interest shall have been paid or made available for payment as set forth on the outstanding Debentures. Whenever in this Indenture there is mention, in any context, of the payment of interest, such mention shall be deemed to include the payment of interest on amounts in defaultattached as Appendix A hereto.” (c) Subsection 3.4(bThe Exhibits to the Indenture are amended and restated, as reasonably acceptable to the Issuer, the Collateral Manager and the Collateral Trustee in order to make such forms consistent with the terms of the First Refinancing Debt and the Indenture, as amended pursuant to clause (b) above (and the Issuer shall provide, or cause to be provided, to the Collateral Trustee a copy of such amended Exhibits). (d) Notwithstanding anything in the Indenture, the Issuer hereby directs the Collateral Trustee (i) to deposit in the Collection Account and transfer to the Payment Account the proceeds of the First Refinancing Debt and Additional Preferred Shares and any other available funds available for distribution on the First Refinancing Date in an amount necessary to pay the Redemption Prices of the Redeemed Debt and, in each case, any related expenses and other amounts referred to in Section 9.2(d) of the Indenture (as identified by, or on behalf of, the Issuer), in each case, in accordance with Article IX of the Indenture, and (ii) to apply the remaining proceeds of the First Refinancing Debt and Additional Preferred Shares, received on the First Refinancing Date, if any, and amounts in the Collection Account as set forth in the below described final flow of funds. Notwithstanding the foregoing, the Collateral Trustee shall apply any amounts on deposit in any of the Accounts as indicated in the final flow of funds to be deleted in its entirety and replaced provided by the following: “Interest for each period in respect of which interest is payable under this Indenture shall be payable from and including Collateral Manager to the first day of Collateral Trustee on or prior to the month of the prior Interest Payment Date to but excluding the first day of the month of the following Interest Payment First Refinancing Date, or in the case of a Redemption Date or Mandatory Redemption Date, as applicable, to but excluding such date, provided that if the next following Interest Payment Date is the Final Instalment Date interest will be payable to and including the Final Instalment Date.” (d) Section 3.8 of the Indenture shall be amended by deleting the words “Payment Agent” in the sixth line of that section and replacing such words with the words “Paying Agent”. (e) Subsection 4.5(c) The First Refinancing Debt shall be issued substantially in the forms attached to the Indenture and shall be executed by the Issuer and delivered to the Collateral Trustee for authentication and thereupon the same shall be authenticated and delivered to the Issuer by the Collateral Trustee upon Issuer Order and upon receipt by the Collateral Trustee of the Indenture shall be amended by deleting the words “Redemption Notice” in the second line of that subsection and replacing such words with the words “Mandatory Redemption Event Notice”. (f) Subsection 4.7(c) of the Indenture shall be amended by deleting the word “including” in the fourth line of that subsection and replacing such word with the word “excluding”. (g) Subsection 6.2(a) of the Indenture shall be amended by adding the word “unpaid” following the words “together with accrued and” in the first line of such subsection.following:

Amendments to the Indenture. (a) The definition Effective as of “Redemption Price” in Section 1.1 the execution and delivery of this Amendment by all parties hereto, the Indenture shall be amended as follows: (a) Section 13.02 of the Indenture is hereby amended by adding inserting the words following new subsection 13.02(aa) immediately after subsection 13.02(a): (aa) On or prior to the first Payment Date immediately succeeding the first date on which a Cumulative Net Loss Percentage shall have exceeded the Cumulative Net Loss Threshold (as hereinafter defined) (the “or Mandatory Redemption Effective Payment Date”), as applicablethe Issuer shall cause the Servicer to establish and maintain with the Trustee a segregated trust account (the “Special Reserve Account”) for the deposit, retention and application of amounts required to be maintained and applied therein pursuant to this Indenture. The Special Reserve Account shall constitute a Trust Account pursuant to, and shall be governed by, the provisions of this Indenture. A “Cumulative Net Loss Threshold” following shall constitute the words “Redemption Date” in the third line of that definition.following: (b) The final sentence of Section 3.3 13.02(e) of the Indenture shall be is hereby amended by inserting “, the Special Reserve Account” between “Collection Account” and “or the”. (c) Section 13.03(a) of the Indenture is deleted in its entirety and replaced by the following: “Every Debenture issued hereunder, whether issued originally or following is substituted in exchange for a previously issued Debenture, shall bear interest from and including the later of lieu thereof: (a) its Original Issue Date Except as otherwise expressly provided herein, all amounts received by the Issuer other than (or from such other date as may be expressed in such Debenturei) and proceeds of the sale of the Notes to the Initial Purchaser, (bii) the first day of Initial Reserve Deposit deposited in the month of Reserve Account or any deposits to the last Interest Payment Date Special Reserve Account, (iii) amounts deposited in the Servicer Transition Account or (iv) amounts erroneously credited to the Issuer for which full interest shall have been paid or made available for payment on the outstanding Debentures. Whenever in this Indenture there is mentionControl Party has provided its prior consent to the application thereof, in any context, of the payment of interest, such mention shall be deemed to include the payment of interest on amounts in default.” (c) Subsection 3.4(b) of the Indenture shall be deleted in its entirety and replaced by the following: “Interest for each period in respect of which interest is payable under this Indenture shall be payable from and including the first day of the month of the prior Interest Payment Date to but excluding the first day of the month of the following Interest Payment Date, or deposited in the case of a Redemption Date or Mandatory Redemption DateCollection Account until applied, as applicabletogether with funds from the Reserve Account, to but excluding such date, provided that if the next following Interest Payment Date is the Final Instalment Date interest will be payable to Special Reserve Account and including the Final Instalment DateServicer Transition Account in accordance with this Section 13.03.” (d) Section 3.8 of the Indenture shall be amended by deleting the words “Payment Agent” in the sixth line of that section 13.03(c)((i) and replacing such words with the words “Paying Agent”. (e) Subsection 4.5(cSection 13.03(c)(ii) of the Indenture shall be amended by deleting are deleted in their entirety and the words “Redemption Notice” following is substituted in the second line of that subsection and replacing such words with the words “Mandatory Redemption Event Notice”. (f) Subsection 4.7(c) of the Indenture shall be amended by deleting the word “including” in the fourth line of that subsection and replacing such word with the word “excluding”. (g) Subsection 6.2(a) of the Indenture shall be amended by adding the word “unpaid” following the words “together with accrued and” in the first line of such subsection.lieu thereof: