Common use of Written Modifications Clause in Contracts

Written Modifications. This Agreement may be amended, modified, --------------------- extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Majority Stockholders; provided, however, -------- ------- that (a) the consent of the Majority HTM Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of HTM Shares as such under this Agreement, (b) the consent of the Majority SMTC Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of SMTC Shares as such under this Agreement, (c) the consent of the Majority Pensar Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of Pensar Shares as such under this Agreement and (d) the consent of the Majority Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of Management Shares as such under this Agreement. Each such amendment, modification, extension, termination and waiver shall be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder.

Written Modifications. This Agreement may be amended, modified, --------------------- extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Majority StockholdersInvestors; provided, however, that -------- ------- that------- (a) the consent of the Majority HTM Investors Other Holders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of the holders of HTM Other Shares as such under this Agreement, (b) the consent of the Majority SMTC Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of SMTC Shares as such under this Agreement, (c) the consent of the Majority Pensar Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of Pensar Shares as such under this Agreement and (d) the consent of the Majority Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of the holders of Management Shares as such under this Agreement, (c) the consent of the Majority Employees shall be required for any amendment modification, extension, termination or waiver which has a material adverse effect on rights or obligations of the holders of Employee Shares as such under this Agreement, (d) the consent of the Majority Lenders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of the holders of Lender Shares as such under this Agreement and (e) the consent of the Majority Senior Lenders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of the holders of Senior Lender Shares as such under this Agreement. Each such amendment, modification, extension, termination and waiver shall be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder.

Written Modifications. This Agreement may be amended, modified, --------------------- extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Majority Sponsors and the Majority Non- Sponsor Stockholders; provided, however, -------- ------- that that (a) the consent of the Majority HTM Investors Management Stockholders shall be required for any amendment, modification, extension, termination or waiver which that has a material adverse effect on the rights of the holders of HTM Management Shares as such under this Agreement, (b) the -40- Omega Holdings, Inc. Stockholders Agreement -------------------------------------------------------------------------------- consent of the Majority SMTC Investors Lender Stockholders shall be required for any amendment, modification, extension, termination or waiver which that has a material adverse effect on the rights of the holders of SMTC Lender Shares as such under this Agreement, Agreement and (c) the consent of the Majority Pensar Investors Other Stockholders shall be required for any amendment, modification, extension, termination or waiver which that has a material adverse effect on the rights of the holders of Pensar Shares as such under this Agreement and (d) the consent of the Majority Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of Management Other Shares as such under this Agreement. Each such amendment, modification, extension, termination and waiver shall be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder.

Written Modifications. This Agreement may be amended, modified, --------------------- extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company, the Majority StockholdersMCP Investors and the Majority Non-MCP Holders; provided, however, -------- ------- that: (a) the consent of the Majority HTM Consultants shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of Consultant Shares that is disproportionate to the effect of such amendment, modification, extension, termination or waiver on any other holder of Shares, (b) the consent of the Majority 1999 Warrant Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of HTM Shares as such under this Agreement1999 Warrant Shares, and (bc) the consent of the Majority SMTC 2000 Warrant Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of SMTC Shares as such under this Agreement, 2000 Warrant Shares. (cd) the consent of the Majority Pensar Investors CIBC, Merchant and TGF shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of such holders that is disproportionate to the holders effect of Pensar Shares as such under this Agreement and (d) the consent of the Majority Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights any other holder of the holders of Management Shares as such under this AgreementShares. Each such amendment, modification, extension, termination and waiver shall be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder.

Written Modifications. This Agreement may be amended, modified, --------------------- extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Majority StockholdersShareholders; provided, however, -------- ------- that that (a) the consent of the Majority HTM Investors shall be required for any amendment, modification, extension, termination or waiver under this Agreement, (b) the consent of the Majority Other Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of HTM Other Investor Shares as such under this Agreement, (bc) the consent of the Majority SMTC Investors Sellers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of SMTC Shares as such under this Agreement, (c) the consent of the Majority Pensar Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of Pensar Seller Shares as such under this Agreement and (d) the consent of the Majority Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of Management Shares as such under this Agreement. Each such amendment, modification, extension, termination and waiver shall be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder.

Written Modifications. This Agreement may be amended, modified, --------------------- extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the ▇▇▇▇ Majority StockholdersHolders and the holders of a majority of all Securities then outstanding and each such amendment, modification, extension, termination and waiver shall be binding upon each party hereto and each holder of Securities and Non-CSFB Warrant Securities subject hereto; provided, however, -------- ------- that (a) the consent of the CSFB Majority HTM Investors Holders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of HTM Shares CSFB Securities as such under this Agreement, (b) the consent of the Management Majority SMTC Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of SMTC Shares as such under this Agreement, (c) the consent of the Majority Pensar Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of Pensar Shares as such under this Agreement and (d) the consent of the Majority Managers Holders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of Management Shares Securities as such under this Agreement. Each such , (c) the consent of the Non-CSFB Majority Warrantholders shall be required for any amendment, modification, extension, termination and or waiver shall be binding upon each party hereto and each holder which has a material adverse effect on the rights of Shares subject heretothe holders of Non-CSFB Warrant Securities as such under this Agreement. In addition, each party hereto and each holder of Shares Securities or Non-CSFB Warrant Securities subject hereto may waive any right of its rights hereunder by an instrument in writing signed by such party or holder.

Written Modifications. This Agreement may be amended, modified, --------------------- extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Bain Majority StockholdersHolders and the holders of a majority of all Securities then outstanding and each such amendment, modification, extension, termination and waiver shall be binding upon each party hereto and each holder of Securities and Non-CSFB Warrant Securities subject hereto; provided, however, -------- ------- that (a) the consent of the CSFB Majority HTM Investors Holders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of HTM Shares CSFB Securities as such under this Agreement, (b) the consent of the Management Majority SMTC Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of SMTC Shares as such under this Agreement, (c) the consent of the Majority Pensar Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of Pensar Shares as such under this Agreement and (d) the consent of the Majority Managers Holders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of Management Shares Securities as such under this Agreement. Each such , (c) the consent of the Non-CSFB Majority Warrantholders shall be required for any amendment, modification, extension, termination and or waiver shall be binding upon each party hereto and each holder which has a material adverse effect on the rights of Shares subject heretothe holders of Non-CSFB Warrant Securities as such under this Agreement. In addition, each party hereto and each holder of Shares Securities or Non-CSFB Warrant Securities subject hereto may waive any right of its rights hereunder by an instrument in writing signed by such party or holder.

Written Modifications. This Agreement may be amended, modified, --------------------- extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company, HM LLC, HM Finance, Holdings, HMC, Publishing, and the Majority StockholdersInvestors; provided, however, -------- ------- that that (a) the consent of the Majority HTM Other Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of HTM Other Investor Shares as such under this Agreement, (b) the consent of the Majority SMTC Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of SMTC Shares as such under this Agreement, (c) the consent of the Majority Pensar Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of Pensar Shares as such under this Agreement and (d) the consent of the Majority Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of Management Shares as such under this Agreement, and (c) the consent of the Majority THL Investors, Majority ▇▇▇▇ Investors or Majority Blackstone Investors, respectively, shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the THL Investors, ▇▇▇▇ Investors or Blackstone Investors, respectively, as such, or has a disproportionate material adverse effect on any of the ▇▇▇▇ Investors, THL Investors or Blackstone Investors, respectively, that is disproportionate to the number of Shares held by such Investor. Each such amendment, modification, extension, termination and waiver shall be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder.

Written Modifications. This Agreement may be amended, modified, --------------------- extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company, HMC, and the Majority StockholdersInvestors; provided, however, -------- ------- that that (a) the consent of the Majority HTM Other Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of HTM Other Investor Shares as such under this Agreement, (b) the consent of the Majority SMTC Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of SMTC Shares as such under this Agreement, (c) the consent of the Majority Pensar Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of Pensar Shares as such under this Agreement and (d) the consent of the Majority Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of Management Shares as such under this Agreement, and (c) the consent of the Majority THL Investors, Majority Bain Investors or Majority Blackstone Investors, respectively, shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the THL Investors, Bain Investors or Blackstone Investors, respectively, as such, or has a disproportionate material adverse effect on any of the Bain Investors, THL Investors or Blackstone Investors, respectively, that is disproportionate to the number of Shares held by such Investor. Each such amendment, modification, extension, termination and waiver shall be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder.