Common use of Supplemental Indentures With Consent Clause in Contracts

Supplemental Indentures With Consent. of --------------------------------------- Holders. ------- With the written consent of the Holders of not less than a majority in principal amount of the Outstanding Debt Securities of each series affected by such supplemental indenture voting separately, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders under this Indenture of such Debt Securities or Coupons, if any; provided, however, that no such supplemental -------- ------- indenture shall, without the consent of the Holder of each Outstanding Debt Security of each such series affected thereby, (1) change the Stated Maturity of the principal of, or installment of interest, if any, on, any Debt Security, or reduce the principal amount thereof or the interest thereon or any premium payable upon redemption thereof, or change the Stated Maturity of or reduce the amount of any payment to be made with respect to any Coupon, or change the Currency or Currencies in which the principal of (and premium, if any) or interest on such Debt Security is denominated or payable, or reduce the amount of the principal of a Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or adversely affect the right of repayment or repurchase, if any, at the option of the Holder, or reduce the amount of, or postpone the date fixed for, any payment under any sinking fund or analogous provisions for any Debt Security, or impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or limit the obligation of the Company to maintain a paying agency outside the United States for payment on Bearer Securities as provided in Section 12.03, or adversely affect the right to convert any Debt Security into shares of Common Stock of the Company as may be provided pursuant to Section 3.01; or (2) reduce the percentage in principal amount of the Outstanding Debt Securities of any series, the consent of whose Holders is required for any supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults or Events of Default hereunder and their consequences provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 5.13 or Section 12.09, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Debt Security of each series affected thereby; provided, however, that this clause shall not be -------- ------- deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 12.09, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 11.01(7); or (4) modify any of the provisions of this Indenture relating to the subordination of the Debt Securities in a manner adverse to the Holders. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures With Consent. of --------------------------------------- HoldersHolders of a Series. ------- With the written consent (evidenced as provided in Section 9.01) of the Holders of not less than a majority 50% in aggregate principal amount at Stated Maturity of the Outstanding Debt Securities at the time outstanding of each series affected by such supplemental indenture voting separately, by Act of said Holders delivered to the Company and the Trusteeor indentures, the Company, when authorized by or pursuant to a resolution of the Board Resolutionof Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture of such Debt Securities or Coupons, if anyIndenture; provided, however, that no such supplemental -------- ------- indenture shall, without the consent of the Holder of each Outstanding Debt outstanding Security of each such series affected thereby, , (1i) change extend the Stated fixed Maturity of any Security, (ii) reduce the principal rate of interest of, or installment any premium payable upon the redemption of, any Security, or extend the time of payment of principal or interest, if any, on, any Debt Security, thereon or reduce the principal amount thereof or the interest thereon or any time during which premium is payable upon redemption thereofthereon, or (iii) change the Stated Maturity of or reduce the amount of any payment to be made with respect to any CouponRequired Currency, or change the Currency or Currencies in which the principal of (and premium, if anyiv) or interest on such Debt Security is denominated or payable, or reduce the amount of the principal of a an Original Issue Discount Security that would be due and payable upon a declaration of an acceleration of the Maturity maturity thereof pursuant to Section 5.027.01 or the amount thereof provable in bankruptcy pursuant to Section 7.02 without the consent of the Holder of each Security so affected, (v) change the place of payment where, or adversely affect the right of repayment currency or repurchase, if any, at the option of the Holder, currencies or reduce the amount of, currency unit or postpone the date fixed forunits in which, any payment under Security or any sinking fund premium or analogous provisions for any Debt Securityinterest thereon is payable, or (vi) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof maturity thereof, (orvii) affect adversely the terms, in if any, of conversion of any Security into stock or other securities of the case Company or of redemptionany other corporation, on or after the Redemption Date), or limit the (viii) change any obligation of the Company Company, with respect to outstanding Securities, to maintain a paying an office or agency outside in the United States places and for payment on Bearer Securities as provided the purposes specified in Section 12.03the Indenture, or adversely affect the right to convert any Debt Security into shares of Common Stock of the Company as may be provided pursuant to Section 3.01; or (2ix) reduce the percentage in principal amount at Stated Maturity of the Outstanding Debt Securities of any seriesoutstanding Securities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions hereof or of this Indenture or certain defaults or Events of Default hereunder and their consequences provided for in this Indenture; or , or (3x) modify any of the provisions provision of this Section, Section 5.13 11.02 or Section 12.09, 7.07 hereof except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Debt Security of each series affected thereby; provided. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, howeveror which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, that shall be deemed not to affect the rights under this clause Indenture of the Holders of Securities of any other series. Upon the request of the Company, accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Holders of such series as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be -------- ------- deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 12.09obligated to, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 11.01(7); or (4) modify any of the provisions of this Indenture relating to the subordination of the Debt Securities in a manner adverse to the Holdersenter into such supplemental indenture. It shall not be necessary for any Act the consent of the Holders under this Section 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof.

Supplemental Indentures With Consent. of --------------------------------------- Holders------------------------------------------------------- Securityholders. ------- With the written consent (evidenced as provided in Section 7.1) of the Holders --------------- holders of not less than a majority in aggregate principal amount of the Outstanding Debt Securities of each series Debentures at the time outstanding affected by such supplemental indenture (voting separately, by Act of said Holders delivered to the Company and the Trusteeas a class), the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders under this Indenture holders of such Debt Securities or Coupons, if anythe Debentures; provided, however, that no such supplemental -------- ------- indenture shall, shall without the consent of the Holder holders of each Outstanding Debt Security of each such series Debenture then outstanding and affected thereby, thereby (1i) change the Stated Maturity fixed maturity of the principal of, or installment of interest, if any, on, any Debt SecurityDebenture, or reduce the principal amount thereof or the interest thereon or any premium payable upon redemption thereof, or change the Stated Maturity of or reduce the amount of any payment to be made with respect to any Coupon, or change the Currency or Currencies in which the principal of (and premium, if any) or interest on such Debt Security is denominated or payablethereon, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount of payable on redemption thereof or make the principal of a Discount Security thereof or any interest or premium thereon payable in any coin or currency other than that would be due and payable upon a declaration of acceleration of provided in the Maturity thereof pursuant to Section 5.02Debentures, or adversely impair or affect the right of repayment any Securityholder to institute suit for payment thereof or repurchaseimpair the right of repayment, if any, at the option of the Holderholder, or (ii) reduce the amount ofaforesaid percentage of Debentures the holders of which are required to consent to any such supplemental indenture; provided -------- further, however, that if the Debentures are held by a trust or postpone a trustee of ------- ------- such trust, such supplemental indenture shall not be effective until the date fixed forholders of a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; provided further, any payment under any sinking fund or analogous provisions for any Debt Securityhowever, or impair that if the right consent of -------- ------- ------- the Securityholder of each outstanding Debenture is required, such supplemental indenture shall not be effective until each holder of the Trust Securities shall have consented to institute suit for such supplemental indenture. Upon the enforcement of any payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or limit the obligation request of the Company to maintain accompanied by a paying agency outside Board Resolution authorizing the United States for payment on Bearer Securities as provided in Section 12.03, or adversely affect the right to convert any Debt Security into shares of Common Stock of the Company as may be provided pursuant to Section 3.01; or (2) reduce the percentage in principal amount of the Outstanding Debt Securities execution of any seriessuch supplemental indenture, and upon the filing with the Trustee of evidence of the consent of whose Holders is required for any Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indentureindenture unless such supplemental indenture affects the Trustee's own rights, duties or the consent of whose Holders is required for any waiver of compliance with certain provisions of immunities under this Indenture or certain defaults or Events otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of Default hereunder and their consequences provided for in this Indenture; or (3) modify any of supplemental indenture pursuant to the provisions of this Section, Section 5.13 or Section 12.09the Trustee shall transmit by mail, except first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent Securityholders as their names and addresses appear upon the Debenture Register. Any failure of the Holder of each Outstanding Debt Security of each series affected thereby; providedTrustee to mail such notice, or any defect therein, shall not, however, that this clause shall not be -------- ------- deemed to require in any way impair or affect the consent validity of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 12.09, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 11.01(7); or (4) modify any of the provisions of this Indenture relating to the subordination of the Debt Securities in a manner adverse to the Holderssuch supplemental indenture. It shall not be necessary for any Act the consent of Holders the Securityholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof.

Supplemental Indentures With Consent. of --------------------------------------- HoldersSecurityholders of a Series. ------- With the written consent (evidenced as provided in Section 7.01) of the Holders holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding Debt Securities of each series affected by such supplemental indenture voting separately, by Act of said Holders delivered to the Company and the Trusteeor indentures, the Company, when authorized by a the resolutions of the Board Resolutionof Directors, and the Trustee from time to time and at any time may enter into an indenture or indentures supplemental hereto to this Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders under this Indenture holders of the Securities of each such Debt Securities or Coupons, if anyseries; provided, however, that no such supplemental -------- ------- indenture shall, without the consent of the Holder holder of each Outstanding Debt Security of each affected thereby no such series affected thereby, supplemental indenture shall: (1a) change the Stated Maturity of the principal of, of or any premium or any installment of interest, if any, interest on, any Debt Security, or reduce the principal amount thereof or the interest thereon of any Security or any premium payable upon redemption thereof, or change the Stated Maturity of or reduce the amount of any payment to be made with respect to any Coupon, or change the Currency or Currencies in which the principal of (and premium, if any) or interest on such Debt Security is denominated or payableany Security, or reduce the amount of the principal of a Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02of any Original issue Discount Security, or adversely affect the right change any Place of repayment or repurchase, if any, at the option of the HolderPayment where, or reduce the amount of, coin or postpone the date fixed forcurrency in which, any payment under Security or any sinking fund premium or analogous provisions for interest on any Debt SecuritySecurity is payable, or impair the right to institute suit for the enforcement of any such payment on or after the its Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)Maturity, or limit make any change in Article III that adversely affects the obligation rights of the Company to maintain a paying agency outside the United States for payment on Bearer Securities as provided in Section 12.03, or adversely affect the right to convert any Debt Security into shares of Common Stock of the Company as may be provided pursuant to Section 3.01Securityholder; or (2b) reduce the percentage in principal amount of the Outstanding Debt Securities of any series, the consent of whose Holders holders is required for any such supplemental indenture, indenture or the consent of whose Holders holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults or Events of Default hereunder under this Indenture and their consequences provided for in this Indenture; or or (3c) modify the provisions of Section 5.01 providing for the rescinding and annulment of a declaration accelerating the Maturity of the Securities of any series, or any of the provisions of this Section, Section 5.13 9.02 or Section 12.095.07(b), except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without waived. Upon request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders of such series as aforesaid, the Holder Trustee shall join with the Company in the execution of each Outstanding Debt Security of each series affected thereby; providedsuch supplemental indenture unless such supplemental indenture affects the Trustee's own rights, howeverduties or immunities under this Indenture or otherwise, that this clause in which case the Trustee may in its discretion, but shall not be -------- ------- deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 12.09obliged to, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 11.01(7); or (4) modify any of the provisions of this Indenture relating to the subordination of the Debt Securities in a manner adverse to the Holdersenter into such supplemental indenture. It shall not be necessary for any Act the consent of Holders the Securityholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof.