Common use of Requirements Clause in Contracts

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note unless consented to by such holder or Purchaser in writing and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or (3) amend any of Sections 8, 11(a), 11(b), 12, 17, 20 or 23.

Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ai) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereofhereof or the corresponding provision of any Supplement, or any defined term (as it is used thereinin any such Section or such corresponding provision of any Supplement), will be effective as to any Purchaser or holder of a Note Notes unless consented to by such holder or Purchaser of Notes in writing writing, and (bii) no such amendment or waiver may, without the written consent of each Purchaser or all of the holder holders of each Note Notes at the time outstanding affected thereby, (1A) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (2B) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or waiver, (3C) amend any of Sections 8, 11(a), 11(b), 12, 1717 or 20, 20 or 23(D) give to any Note any preference over any other Note.

Requirements. This Agreement Agreement, the Notes and the Notes other Financing Agreements may be amended, and the observance of any term hereof or hereof, of the Notes or of any other Financing Agreement may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Obligors and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof22, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note unless consented to by such holder or Purchaser in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount or Modified Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections Section 8, 11(a), 11(b), 12, 1713, 20 18, 21, 23 or 2324.9.

Requirements. This Agreement Agreement, the Notes and the Notes other Financing Documents may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that that (a) no amendment or waiver of any of the provisions of Section any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof6,15.2 and 22, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note you unless consented to by such holder or Purchaser you in writing and writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 13 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver hereunder or under any of the Financing Documents, (iii) release any of the Collateral and/or the Pledged Stock Collateral except as expressly provided for in the Security Agreements, the Pledge Agreements or lntercreditor Agreement, (iv) change the Collateral Agent or (3v) amend any of Sections 88,12,13,18, 11(a), 11(b), 12, 17, 20 or 21 and 23.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ai) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used thereinin any such Section), will be effective as to any Purchaser or holder of a Note Notes unless consented to by such holder or Purchaser of Notes in writing writing, and (bii) no such amendment or waiver may, without the written consent of each Purchaser or all of the holder holders of each Note Notes at the time outstanding affected thereby, (1A) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (2B) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3C) amend any of Sections 8, 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. This Agreement Agreement, the Notes and the Notes Subsidiary Guaranty may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company (and the Subsidiary Guarantors, in the case of the Subsidiary Guaranty) and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note you unless consented to by such holder or Purchaser you in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount or any prepayment premium or LIBOR Breakage Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. This Agreement Agreement, the Notes and the Notes other Financing Agreements may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 6, 13, 22 or 21 24 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note unless consented to by such holder or Purchaser in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Yield Maintenance Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections 8, 11(a), 11(b), 12, 1713, 20 18, 21 or 2324 hereof.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein)term, will be effective as to any Purchaser or holder of a Note Notes unless consented to by such holder or Purchaser of Notes in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or all of the holder holders of each Note Notes at the time outstanding affected thereby, (1A) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole LIBOR Breakage Amount onand Prepayment Premium, if any, on the Notes, (2B) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3C) amend any of Sections 8, 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. (a) This Agreement Agreement, any Supplement and the Notes may be amended, and the observance of any term hereof hereof, of any Supplement or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a1) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 6, or 21 hereofor the corresponding provision of any Supplement, or any defined term (as it is used thereinin any such Section or such corresponding provision of any Supplement), will be effective as to any Purchaser or holder of a Note Notes unless consented to by such holder or Purchaser of Notes in writing and (b2) no such amendment or waiver may, without the written consent of each Purchaser or all of the holder holders of each Note Notes at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the applicable Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or (3iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a1) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used thereinin any such Section), will be effective as to any Purchaser or holder of a Note Notes unless consented to by such Purchaser or holder or Purchaser of Notes in writing and (b2) no such amendment or waiver may, without the written consent of each Purchaser or and the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount Amount, if any, on, the Notes or Net Gain or Net Loss, if any, on the Swapped Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to closing that appear in Section 4 or (3iii) amend any of Sections Section 8, 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. This Agreement and the Notes and any other Finance Document may be amended, and the observance of any term hereof or of the Notes or of any other Finance Document may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note unless consented to by such holder or Purchaser in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, on the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that that: (a) no amendment or waiver of any of the provisions of Section Article 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note unless consented to by such holder or Purchaser in writing and writing; or (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected therebyoutstanding, (1i) subject to the provisions of Section Article 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest on the Notes or of the Make-Whole Amount on, in respect of the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or waiver, (3iii) amend any of Sections Article 8, 11(a), 11(b)11, 12, 17, 17 or 20 or 23(iv) release all or substantially all of the Collateral from the Lien of the Security Documents. Notwithstanding anything to the contrary contained herein, the Company may enter into any Supplement for the issuance of one or more Series of Additional Senior Notes consistent with Section 1.2 hereof without obtaining the consent of any holder of any other Series of Notes.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Company, the Issuer and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 22 hereof, or any defined term (as it is used thereinin any such Section), will be effective as to any Purchaser or holder of a Note Notes unless consented to by such holder or Purchaser of Notes in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or all of the holder holders of each Note Notes at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 13 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole LIBOR Breakage Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or waiver, (3iii) amend any of Sections 8, 11(a12(a), 11(b12(b), 1213, 1718 or 21, 20 or 23(iv) reduce or alter the scope of the guarantee by the Company of the obligations of the Issuer in respect of this Agreement and the Notes.

Requirements. This Agreement Agreement, the Notes, the Subsidiary Guaranty and the Notes Parent Guaranty may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Issuer (and the Subsidiary Guarantors, in the case of the Subsidiary Guaranty, and the MLP, in the case of the Parent Guaranty) and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note unless consented to by such holder or Purchaser in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount or the LIBOR Breakage Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof including subsection (i) of Section 1 hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holdersholders of Notes holding more than 50% in aggregate principal amount of the Notes at the time outstanding, except that unless otherwise provided herein (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, or 6 hereof or 21 hereofthe corresponding provision of any Supplement, or any defined term (as it is used thereinin any such Section or such corresponding provision of any Supplement), will be effective as to any Purchaser or holder of a Note Notes unless consented to by such holder or Purchaser of Notes in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or all of the holder holders of each Note Notes at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 10 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, on the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections 87, 11(a)10, 11(b)11.1, 12, 17, 20 14 or 2316.

Requirements. This Agreement, the Notes, the Subsidiary Guaranty and each Subordination Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 22.1, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note you unless consented to by such holder or Purchaser you in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections 8, 11(a), 11(b), 12, 1714.3, 20 17 or 2320.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Company, the Issuer and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 22 hereof, or any defined term (as it is used thereinin any such Section), will be effective as to any Purchaser or holder of a Note Notes unless consented to by such holder or Purchaser of Notes in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or all of the holder holders of each Note Notes at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 13 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or waiver, (3iii) amend any of Sections 8, 11(a12(a), 11(b12(b), 1213, 1718 or 21, 20 or 23(iv) reduce or alter the scope of the Guaranty by the Company of the obligations of the Issuer in respect of this Agreement and the Notes.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with (and only with) the written consent of each of the Company Constituent Companies (or only the Issuer in the case of the Notes), and the Required Holders, except that that: (a) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 or 21 hereof22, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note unless consented to by such holder or Purchaser in writing and writing; and (b) no such amendment or waiver may, without the written consent of each Purchaser or and the holder of each Note at the time outstanding affected therebyoutstanding, (1) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (i) interest on the Notes or of (ii) the Make-Whole Amount on, the NotesAmount, (2) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3) amend any of Sections 8, 11(a), 11(b), 12, 1713, 20 18 or 2321.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note unless consented to by such holder or Purchaser in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected therebythereby (or, if prior to the Closing, each Purchaser), (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4, or (3iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20 or 23any defined term (as it is used therein).

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holdersholder or holders of more than 50% in aggregate principal amount of the Notes at the time outstanding, except that (a) for so long as the Purchaser is a holder of a Note, no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 Sections 15.1(a) and 17 hereof, or any defined term (as it is used therein), will be effective as to any the Purchaser or holder of a Note unless consented to by such holder or the Purchaser in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 11 relating to acceleration or rescissionacceleration, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections 8, 11(a10(a), 11(b)10(b) or 11. Notwithstanding the foregoing, 12this Agreement may be amended by the Company, 17without the consent of any holder of any Note, 20 or 23to add any Subsidiary of the Company as a Subsidiary Guarantor under Section 18.11.

Requirements. This Agreement Agreement, the Notes, the Subsidiary Guaranty and the Notes Pledge Agreement may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note you unless consented to by such holder or Purchaser you in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or waiver, (3iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. This Agreement Agreement, the Notes, the Trust Guaranty and the Notes Subordination Agreement may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company or the Trust, as the case may be, and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section Sections 1, 22.1, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note you unless consented to by such holder or Purchaser you in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or waiver, (3iii) amend any of Sections 8, 11(a), 11(b), 12, 1714.3, 20 17 or 2320, or (iv) reduce or alter the scope of the Trust Guaranty or amend Sections 3, 8 or 12 thereof or release the Trust from liability under the Trust Guaranty.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note unless consented to by such holder or Purchaser in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected therebythereby (or, if prior to the Closing, each Purchaser), (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. This Agreement Agreement, the Notes and the Notes other Financing Agreements may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof22, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note unless consented to by such holder or Purchaser in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the applicable Make-Whole Amount or Protective Claim Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or waiver, (3iii) amend any of Sections Section 8, 11(a), 11(b), 12, 1713, 20 18, 21 or 2323.10, or (iv) amend any provision of the Subordination Agreement, the Trust Guarantee, a Subsidiary Guarantee or any Lien granted to the holders of Notes pursuant to Section 9.13 or otherwise.

Requirements. This Agreement Agreement, the Notes and the Notes other Note Documents may be amended, and the observance of any term hereof or thereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company each Obligor and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1SECTIONS 2.01, 24.01, 3, 4, 5, 6 or 21 4.02 OR 9.07 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note Holder unless consented to by such holder or Purchaser Holder in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding all Holders affected thereby, (1) subject to the provisions of Section 12 SECTION 8.02 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2) change the percentage of the principal amount of the Notes the holders Holders of which are required to consent to any such amendment or waiver waiver, or (3) amend any of Sections 8, 11(aSECTIONS 8.01(a), 11(b8.01(b), 128.02, 179.03 OR 9.06. Any amendment, 20 modification, termination, waiver or 23consent with respect to any of the following provisions of this Agreement shall be effective only by a written agreement, signed by each Holder: (i) release of any Guarantor of the Obligations or all or a substantial portion of the Collateral (except as provided in SECTION 3.08), (ii) waiver of any Event of Default described in SECTION 8.01.

Requirements. This Agreement and the Notes Bonds may be amended, and the observance of any term hereof or of the Notes Bonds may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ai) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 19 hereof, or any defined term (as it is used therein)term, will be effective as to any Purchaser or holder of a Note Bonds unless consented to by such holder or Purchaser of Bonds in writing writing, and (bii) no such amendment or waiver may, without the written consent of each Purchaser or all of the holder Purchasers and all of each Note the holders of Bonds at the time outstanding affected thereby, (1A) subject to the provisions of Section 12 the Indenture relating to acceleration or rescissionacceleration, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the NotesBonds, (2B) change the percentage of the principal amount of the Notes Bonds the Purchasers or holders of which are required to consent to any such amendment or waiver waiver, or (3C) amend any of Sections 8, 11(a), 11(b), 12, 17, 20 14 or 2318.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof21, or any defined term (as it is used thereinin any such Section), will be effective as to any Purchaser or holder of a Note Notes unless consented to by such Purchaser or holder or Purchaser of Notes in writing and (b) no such amendment or waiver may, without the written consent of each Purchaser or and the holder of each Note at the time outstanding affected thereby, (1) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest on the Notes, Excess Leverage Fee, if any, or of the applicable Make-Whole Amount onAmount, if any, on the Notes, (2) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to closing that appear in Section 4 or (3) amend any of Sections 8, 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. This Agreement Agreement, the Notes and the Notes Subsidiary Guaranty may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Obligors (and the Subsidiary Guarantors, in the case of the Subsidiary Guaranty) and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note you unless consented to by such holder or Purchaser you in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 20 17 or 23.20. Table of Contents

Requirements. This Guarantee Agreement and the Notes Guarantees may be amended, and the observance of any term hereof or of the Notes Guarantees may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Guarantor and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 14 or 21 16 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note unless consented to by such holder or Purchaser in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 of the Note Purchase Agreement relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or (3iii) amend any of Sections 8, 11(a), 11(b), 12, 11 or 17, 20 or 23.

Requirements. (i) This Agreement Agreement, the Secured Notes and the Notes other Note Documents may be amended, and the observance of any term hereof or of the Notes thereof may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company each Obligor and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1SECTIONS 2.01, 24.01, 3, 4, 5, 6 or 21 4.02 OR 10.07 hereof, or any defined term relating to such sections (as it is used therein), will be effective as to any Purchaser or holder of a Note Holder unless consented to by such holder or Purchaser Holder in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding all Holders affected thereby, (1) subject to the provisions of Section 12 SECTION 8.02 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Secured Notes, (2) change the percentage of the principal amount of the Secured Notes the holders Holders of which are required to consent to any such amendment or waiver waiver, or (3) amend any of Sections 8, 11(aSECTIONS 8.01(a), 11(b8.01(b), 128.02, 1710.03 OR 10.06. (ii) Any amendment, 20 modification, termination, waiver or 23consent with respect to any of the following provisions of this Agreement shall be effective only by a written agreement, signed by each Holder: (A) release of any Guarantor of the Obligations or all or a substantial portion of the Collateral (except as provided in SECTION 9.08(b)), (B) waiver of any Event of Default described in SECTION 8.01.

Requirements. This Agreement, the Notes, the Parent Guaranty, the Subsidiary Guaranty and each Subordination Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 22.1, 3, 4, 5, 6 or 21 22 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note you unless consented to by such holder or Purchaser you in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the NotesNotes or any series thereof, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections Section 8, 11(a), 11(b), 12, 1713, 20 14.3, 18 or 2321 or 23.9.

Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Obligors and the Required Holders, except that (ai) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereofhereof or the corresponding provision of any Supplement, or any defined term (as it is used thereinin any such Section or such corresponding provision of any Supplement), will be effective as to any Purchaser or holder of a Note Notes unless consented to by such holder or Purchaser of Notes in writing writing, and (bii) no such amendment or waiver may, without the written consent of each Purchaser or all of the holder holders of each Note Notes at the time outstanding affected thereby, (1A) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (2B) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3C) amend any of Sections 8, 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. This Agreement Agreement, the Notes Documents and the Notes may be amended, and the observance of any term hereof or of the Notes Documents or the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 54A, 6 5A, or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note unless consented to by such holder or Purchaser in writing and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder Holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment redemption (other than as provided in Sections 8.2 and 8.4 as in effect on the Signing Date), offer to purchase or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders Holders of which are required to consent to any such amendment or waiver or waiver, (3iii) amend any of Sections 88 (except as set forth in the third sentence of Section 8.2), 11(a), 11(b), 12, 17, 17 or 20 or 23(iv) subordinate, in right of payment or Lien priority (except as permitted hereunder or the Junior Priority Intercreditor Agreement as of the Signing Date), any of the Obligations.

Requirements. This Agreement Agreement, the Notes Documents and the Notes may be amended, and the observance of any term hereof or of the Notes Documents or the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 44A, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note unless consented to by such holder or Purchaser in writing and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder Holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment (other than as provided in Sections 8.2(c) and 8.4 as in effect on the Signing Date), offer to purchase or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, on the Notes, (2ii) change the percentage of the principal amount of the Notes the holders Holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections 8, 11(a), 11(b), 12, 12 or this Section 17, 20 or 23.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Obligors and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note unless consented to by such holder or Purchaser in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, Lincoln Electric Holdings, Inc. Note Purchase Agreement The Lincoln Electric Company (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ai) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used thereinin any such Section), will be effective as to any Purchaser or holder of a Note Notes unless consented to by such holder or Purchaser of Notes in writing writing, and (bii) no such amendment or waiver may, without the written consent of each Purchaser or the holder Company and all of each Note the holders of Notes at the time outstanding affected thereby, (1A) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (2B) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3C) amend any of Sections 8, 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with (and only with) the written consent of the Company Issuer and the Required Holders, except that that: (a) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note unless consented to by such Purchaser or holder or Purchaser in writing and writing; and (b) no such amendment or waiver may, without the written consent of (A) prior to the Closing, the Purchasers, and (B) at any time on or after the Closing, each Purchaser or the holder of each Note at the time outstanding affected therebyoutstanding, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or of (y) the Make-Whole Amount on, the NotesAmount, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4, or (3iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof21, or any defined term (as it is used thereinin any such Section), will be effective as to any Purchaser or holder of a Note Notes unless consented to by such Purchaser or holder or Purchaser of Notes in writing and (b) no such amendment or waiver may, without the written consent of each Purchaser or and the holder of each Note at the time outstanding affected thereby, (1) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest on the Notes, Excess Leverage Fee, if any, or of the Make-Whole Amount onAmount, if any, on the Notes or Net Gain or Net Loss, if any, on the Swapped Notes, (2) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or (3) amend any of Sections 8, 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Company, the Parent Guarantors CP Limited Partnership Amended and Restated Note Purchase Agreement and the Required Holdersholders of at least 66-2/3% in principal amount of the Notes then outstanding, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 5 or 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note you unless consented to by such holder or Purchaser you in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections Section 8, 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note unless consented to by such holder or Purchaser in writing and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Prepayment Premium or Breakage Amount on, the Notes, (2) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or waiver, (3) amend any of Sections 8, 11(a), 11(b), 12, 1717 or 20, 20 (4) except as otherwise provided herein, release any Subsidiary Guarantor of its obligations under the Subsidiary Guaranty Agreement or 23(5) except as otherwise provided in the Security Documents, release any Collateral from the Lien of the Security Documents.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Obligors and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used thereinin any such Section), will be effective as to any Purchaser or holder of a Note Notes unless consented to by such holder or Purchaser of Notes in writing and (b) no such amendment or waiver may, without the written consent of each Purchaser or all of the holder holders of each Note Notes at the time outstanding affected thereby, (1) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate of interest or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount Amount, if any, on, the Notes, (2) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or (3) amend any of Sections 8, 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of the notice periods in Section 8 hereof, any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note you unless consented to by such holder or Purchaser you in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections 88 (other than the notice periods therein), 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. This Agreement Agreement, the Notes and the Notes Parent Guaranty may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Parent Guarantor, the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note unless consented to by such holder or Purchaser in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or waiver, (3iii) amend any of Sections Section 8, 11(a), 11(b), 12, 1717 or 20, 20 or 23(iv) reduce or alter the scope of the Parent Guaranty or release the Parent Guarantor from liability under the Parent Guaranty. As used herein and in the Notes, the term “this Agreement” and references thereto shall mean this Agreement, as it may from time to time be amended or supplemented.

Requirements. This Agreement (and/or any Supplemental Note Purchase Agreement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Company, the Guarantor and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note you unless consented to by such holder or Purchaser you in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or waiver, (3iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20 or 23(iv) release the Guarantor from the Unconditional Guaranty.”

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required HoldersHolders in accordance with the provisions of this Section 17, except that (a) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 or 21 20 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note you unless consented to by such holder or Purchaser you in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, on the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Section 8 hereof, Section 501(1) of the Indenture as incorporated herein by reference in Section 11 hereof, Sections 8, 11(a), 11(b), 12, 1717 or 19 hereof. The Subsidiary Guaranty, 20 or 23the Security Agreement and the Intercreditor Agreement may be amended in accordance with the terms thereof.

Requirements. This Agreement, the Notes, the Subsidiary Guaranty and each Subordination Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 22.1, 3, 4, 5, 6 or 21 22 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note you unless consented to by such holder or Purchaser you in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or you and the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that you or the Other Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4, or (3iii) amend any of Sections Section 8, 11(a), 11(b), 12, 1713, 20 14.3, 18 or 2321 or 23.9.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 23 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note Existing Noteholder unless consented to by such holder or Purchaser Existing Noteholder in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or Existing Noteholder and the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or of (y) the Make-Whole Amount on, the NotesAmount, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections 88 (except as set forth in the first sentence of Section 8.5), 11(a), 11(b), 12, 1713, 20 14, 19, 22 or 2325.

Requirements. This Agreement Agreement, the Notes and the Notes other Financing Agreements may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof22, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note unless consented to by such holder or Purchaser in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount or Protective Claim Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or waiver, (3iii) amend any of Sections Section 8, 11(a), 11(b), 12, 1713, 20 18, 21 or 2323.9, or (iv) amend any provision of the Subordination Agreement, the Trust Guarantee, a Subsidiary Guarantee or any Lien granted to the holders of Notes pursuant to Section 9.13 or otherwise.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Parent Corporation and the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section SECTION 1, 2, 3, 4, 5, 6 or 21 22 hereof, or any defined term (as it is used therein), will be effective as to as to any Purchaser or holder of a Note Notes unless consented to by such holder or Purchaser in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 SECTION 13 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce change the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or waiver, (3iii) amend any of Sections SECTIONS 8, 11(a12(A), 11(b12(B), 1213, 1718 or 21, 20 or 23(iv) reduce or alter the scope of the Guaranty contained in SECTION 11.

Requirements. (i) This Agreement Agreement, the Notes and the Notes other Transaction Documents may be amended, and the observance of any term hereof or thereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company each Obligor and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1Sections 2.01, 24.01, 3, 4, 5, 6 4.02 or 21 ---------------------------- 11.07 hereof, or any defined term relating to such sections (as it is used ----- therein), will be effective as to any Purchaser or holder of a Note Holder unless consented to by such holder or Purchaser Holder in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding all Holders affected thereby, (1) subject to the provisions of Section 12 8.02 relating ------------ to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2) change the percentage of the principal amount of the Notes the holders Holders of which are required to consent to any such amendment or waiver waiver, or (3) amend any of Sections 8, 11(a8.01(a), 11(b8.01(b), 128.02, 17------------------------------- 11.03 or 11.06. -------------- (ii) Any amendment, 20 modification, termination, waiver or 23.consent with respect to any of the following provisions of this Agreement shall be effective only by a written agreement, signed by each Holder: (A) release of any Guarantor of the Obligations or all or a substantial portion of the Collateral (except as provided in Section 9.08(b)), --------------- (B) waiver of any Event of Default described in Section ------- 8.01. ----

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Issuers and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note unless consented to by such holder or Purchaser in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount or LIBOR Breakage Amount or Swap Breakage Amount or Prepayment Premium, if any, on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ai) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used thereinin any such Section), will be effective as to any Purchaser or holder of a Note Notes unless consented to by such holder or Purchaser of Notes in writing writing, and (bii) no such amendment or waiver may, without the written consent of each Purchaser or all of the holder holders of each Note Notes at the time outstanding affected thereby, (1A) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (2B) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3C) amend any of Sections Section 8, 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. This Agreement, the Notes, the Subsidiary Guaranty and each Subordination Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 22.1, 3, 4, 5, 6 or 21 22 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note you unless consented to by such holder or Purchaser you in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the NotesNotes or any series thereof, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections Section 8, 11(a), 11(b), 12, 1713, 20 14.3, 18 or 2321 or 23.9.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 6, or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note unless consented to by such holder or Purchaser in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or (prior to the Closing) and the holder of each Note (after the Closing) at the time outstanding affected therebyoutstanding, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or of (y) the Make-Whole Amount on, the NotesAmount, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4, or (3iii) amend any of Sections 88 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 17, 20 or 23.20. Granite State Gas Transmission, Inc. Note Purchase Agreement

Requirements. This Agreement Agreement, the Notes and the Notes Subsidiary Guaranty may be amended, and the observance of any term hereof or of the Notes thereof may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required HoldersHolders (and the Subsidiary Guarantors, in the case of the Subsidiary Guaranty), except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note you unless consented to by such holder or Purchaser you in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. This Agreement and Agreement, the Notes and any other documents entered into herewith may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Parent, both Obligors and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note you unless consented to by such holder or Purchaser you in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount or Rating Make Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. This Agreement and the Notes Bonds may be amended, and the observance of any term hereof or of the Notes Bonds may be waived (either retroactively or prospectively), only with (and only with) the written consent of the Company and the Required Holders, except that that: (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note unless consented to by such holder or Purchaser in writing and writing; and (b) no such amendment or waiver may, without the written consent of each Purchaser or and the holder of each Note Bond at the time outstanding affected therebyoutstanding, (1i) subject to the provisions of Section 12 relating to acceleration or rescissionrescission and any similar provisions in the Mortgage, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Bonds or of (y) the Make-Whole Amount on, the NotesAmount, (2ii) change the percentage of the principal amount of the Notes Bonds the holders of which are required to consent to any such amendment or waiver or the principal amount of the Bonds that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4, or (3iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. This Agreement Agreement, the Subsidiary Guaranties and the Notes may be amended, and the observance of any term hereof or of the Subsidiary Guaranties or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 6, 7 or 21 23 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note you unless consented to by such holder or Purchaser you in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 14 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections 810, 11(a13(a), 11(b13(b), 1214, 1719 or 22. The Warrants may be amended, 20 and the observance of any term thereof may be waived (either retroactively or 23prospectively) as provided in the Warrants.

Requirements. This Agreement Agreement, any Subsidiary Guaranty and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 1 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note unless consented to by such holder or Purchaser in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal (in the case of the Series A Notes) or Accreted Value (in the case of the Series B Notes) of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections Section 8, 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectivelyprospectively and for a specified time period or permanently), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note unless consented to by such holder or Purchaser in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections 8▇▇▇▇▇▇▇ ▇, 11(a▇▇(▇), 11(b▇▇(▇), 12▇▇, 17, 20 or 23▇▇ ▇▇ ▇▇.

Requirements. (i) This Agreement Agreement, the Subordinated Notes and the Notes other Note Documents may be amended, and the observance of any term hereof or of the Notes thereof may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company each Obligor and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1SECTIONS 2.01, 24.01, 3, 4, 5, 6 or 21 4.02 OR 10.07 hereof, or any defined term relating to such sections (as it is used therein), will be effective as to any Purchaser or holder of a Note Holder unless consented to by such holder or Purchaser Holder in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding all Holders affected thereby, (1) subject to the provisions of Section 12 SECTION 8.02 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Subordinated Notes, (2) change the percentage of the principal amount of the Subordinated Notes the holders Holders of which are required to consent to any such amendment or waiver waiver, or (3) amend any of Sections 8, 11(aSECTIONS 8.01(A), 11(b8.01(B), 128.02, 1710.03 OR 10.06. (ii) Any amendment, 20 modification, termination, waiver or 23consent with respect to any of the following provisions of this Agreement shall be effective only by a written agreement, signed by each Holder: (A) release of any Guarantor of the Obligations, (B) waiver of any Event of Default described in SECTION 8.01.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof21, or any defined term (as it is used thereinin any such Section), will be effective as to any Purchaser or holder of a Note Notes unless consented to by such Purchaser or holder or Purchaser of Notes in writing and (b) no such amendment or waiver may, without the written consent of each Purchaser or and the holder of each Note at the time outstanding affected thereby, (1) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest on the Notes, the Excess Leverage Fee, if any, or of the applicable Make-Whole Amount onAmount, if any, on the Notes or Net Gain or Net Loss, if any, on the Swapped Notes, (2) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to closing that appear in Section 4 or (3) amend any of Sections 8, 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ai) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used thereinin any such Section), will be effective as to any Purchaser or holder of a Note Notes unless consented to by such holder or Purchaser of Notes in writing writing, and (bii) no such amendment or waiver may, without the written consent of each Purchaser or all of the holder holders of each Note Notes at the time outstanding affected thereby, (1A) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change in computation of interest results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (2B) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3C) amend any of Sections 8, 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. This Agreement Agreement, the Notes, the Parent Guaranty and the Notes Subsidiary Guaranty may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Parent, the Company and the Subsidiary Guarantors, if parties thereto, and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note you unless consented to by such holder or Purchaser you in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof21, or any defined term (as it is used thereinin any such Section), will be effective as to any Purchaser or holder of a Note Notes unless consented to by such Purchaser or holder or Purchaser of Notes in writing and (b) no such amendment or waiver may, without the written consent of each Purchaser or and the holder of each Note at the time outstanding affected thereby, (1) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest on the Notes, Excess Leverage Fee, if any, or of the Make-Whole Amount onAmount, if any, on the Notes, (2) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to closing that appear in Section 4 or (3) amend any of Sections 8, 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. This Agreement Agreement, the Other Agreements and the Notes Debentures may be amended, and the observance of any term hereof hereof, of the Other Agreements or of the Notes Debentures may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 6.18, 9, 11.6, 11.7, 16.3, 18 or 21 hereof, 24 or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note Charterhouse unless consented to by such holder or Purchaser Charterhouse in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note Debenture at the time outstanding affected thereby, : (1I) subject to the provisions of Section 12 14 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of on the Make-Whole Amount on, the NotesDebentures, (2ii) change the percentage of the principal amount of the Notes Debentures the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections 810, 11(a)13, 11(b), 12, 1714, 20 or 2323 hereof.

Requirements. This Agreement (as it pertains to the Series 2001-A Notes) and the Series 2001-A Notes may be amended, and the observance of any term hereof or of the Series 2001-A Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note you unless consented to by such holder or Purchaser you in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Series 2001-A Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Series 2001-A Notes, (2ii) change the percentage of the principal amount of the Series 2001-A Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note Noteholder unless consented to by such holder or Purchaser Noteholder in writing writing, and (b) no such amendment or waiver may, Stepan Company Amended and Restated Note Agreement without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or waiver, (3iii) amend any of Sections Section 8, 11(a), 11(b), 12, 17, 17 or 20 or 23(iv) give to any Note any preference over any other Note.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ai) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used thereinin any such Section), will be effective as to any Purchaser or holder of a Note Notes unless consented to by such holder or Purchaser of Notes in writing writing, and (bii) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1A) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Make‑Whole Amount or NTG 2014 Floating Rate Prepayment Amount and the NTG 2014 LIBOR Breakage Amount on, the Notes, (2B) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections Section 8, 11(a), 11(b), 12, 1717 or 20. Tortoise MLP Fund, 20 or 23.Inc. Note Purchase Agreement

Requirements. This Agreement and Agreement, the Notes and any Guaranty Agreement, may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note unless consented to by such holder or Purchaser in writing writing; and (b) no such amendment or waiver may, without the written consent of each Purchaser or and the holder of each Note at the time outstanding affected therebyoutstanding, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount onAmount, on the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections Section 8, 11(a), 11(b), 12, 17, 20 17 or 2320. Section 17.2.

Requirements. This Agreement Agreement, the Notes and the Notes Subsidiary Guaranty may be amended, and the observance of any term hereof or of the Notes or such Subsidiary Guaranty may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note you unless consented to by such holder or Purchaser you in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of the provisions of any of Sections 8, 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. This Agreement Agreement, the Notes, the Parent Guaranty and the Notes Constituent Guaranties may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Company, the Parent Guarantor and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 5 or 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note you unless consented to by such holder or Purchaser you in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder Holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 10 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders Holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections 87, 11(a9(a), 11(b9(b), 12, 17, 20 10 or 2315.

Requirements. This Agreement Agreement, the Affiliate Guaranty and the Notes may be amended, and the observance of any term hereof or of the Affiliate Guaranty or the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of New Dreyer's, the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note you unless consented to by such holder or Purchaser you in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with (and only with) the written consent of the Company Issuer and the Required Holders, except that that: (a) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note unless consented to by such Purchaser or holder or Purchaser in writing and writing; and (b) no such amendment or waiver may, without the written consent of (A) prior to the Closing, each Purchaser and (B) at any time on or after the Closing, each holder of each a Note at the time outstanding affected therebyoutstanding, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or of (y) the Make-Whole Amount on, the NotesAmount, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to the Closing that appear in Section 4, or (3iii) amend any of Sections 88 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Obligors and the Required Holders, except that (ai) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 6, 14 or 21 22 hereof, or any defined term (as it is used thereinin any such Section), will be effective as to any Purchaser or holder of a Note Notes unless consented to by such holder or Purchaser of Notes in writing writing, and (bii) no such amendment or waiver may, without the written consent of each Purchaser or all of the holder holders of each Note Notes at the time outstanding affected thereby, (1A) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2B) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3C) amend any of Sections 8, 11(a), 11(b), 12, 1714, 20 18 or 2321.

Requirements. This Agreement Agreement, the Notes and the Notes other Financing Documents may be amended, and the observance of any term hereof or hereof, of the Notes or of any other Financing Document may be waived (either retroactively or prospectively), only with (and only with) the written consent of the Company and the Required Holders, except that that: (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof22, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note unless consented to by such holder or Purchaser in writing and writing; (b) no such amendment or waiver may, without the written consent of each Purchaser or and the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or of (y) the Make-Whole Amount on, the NotesAmount, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections 8Section 8 (except as set forth in Section 18.1(c)), 11(a), 11(b), 12, 1713, 20 18, 21 or 2324.9; and (c) the provisions of Section 8.7 may be amended or waived to permit offers to purchase made by the Company or an Affiliate pro rata to the holders of all Notes at the time outstanding only with the written consent of the Company and the holders of at least 80% in principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Company or any of its Affiliates).

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a you unless Diamond Walnut Growers, Inc. Note unless Purchase Agreement consented to by such holder or Purchaser you in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 I2 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. THE O'GARA COMPANY NOTE PURCHASE AGREEMENT 41 This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section any of Sections 1, 2, 3, 4, 5, 6 or 21 hereofand 21, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note you unless consented to by such holder or Purchaser you in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 20 or 2317 and 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note unless consented to by such holder or Purchaser in writing writing, and (b) no such amendment or waiver may, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Midstream/Energy Fund, Inc. Note Purchase Agreement without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note unless consented to by such holder or Purchaser in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected therebythereby (or, if prior to a Closing, each Purchaser for that Closing or any subsequent Closing), (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a TALX Corporation Note Purchase Agreement unless consented to by such holder or Purchaser in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note unless consented to by such holder or Purchaser in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected therebythereby (or, if prior to a Closing, each Purchaser for that Closing or any subsequent Closing), (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20 or 23any defined term (as it is used therein).

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ai) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used thereinin any such Section), will be effective as to any Purchaser or holder of a Note Notes unless consented to by such holder or Purchaser of Notes in writing writing, and (bii) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1A) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount or TYY 2011 Floating Rate Prepayment Amount and the TYY 2011 LIBOR Breakage Amount on, the Notes, (2B) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections Section 8, 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. This Agreement Agreement, the Subsidiary Guaranty and the Notes may be amended, and the observance of any term hereof or of the Subsidiary Guaranty or the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Company, the Parent and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note you unless consented to by such holder or Purchaser you in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. This Agreement Agreement, the Notes and the Notes other Financing Agreements may be amended, and the observance of any term hereof or hereof, of the Notes or of any other Financing Agreement may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Obligors and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 6, 21 or 21 22 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note unless consented to by such holder or Purchaser in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 20 or 2322.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof21, or any defined term (as it is used thereinin any such Section), will be effective as to any Purchaser or holder of a Note Notes unless consented to by such Purchaser or holder or Purchaser of Notes in writing and (b) no such amendment or waiver may, without the written consent of each Purchaser or and the holder of each Note at the time outstanding affected thereby, (1) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest on the Notes, the Excess Leverage Fee, if any, or of the Make-Whole Amount onAmount, if any, on the Notes, (2) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to closing that appear in Section 4 or (3) amend any of Sections 8, 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with Artisan Partners Holdings LP Note Purchase Agreement (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note unless consented to by such holder or Purchaser in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Make‑Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 20 17 or 2320. A Subsidiary Guaranty may be amended in accordance with the terms thereof.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with (and only with) the written consent of the Company Issuer and the Required Holders, except that that: (a) no amendment or waiver of any of the provisions of Section 1Sections 1.1, 22.1, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note unless consented to by such holder or Purchaser in writing and writing; (b) Sections 1.2 and 2.2 may be amended with the written consent of Prudential and the Issuer; and (c) no such amendment or waiver may, without the written consent of each Purchaser or and the holder of each Note at the time outstanding affected therebyoutstanding, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or of (y) the Make-Whole Amount on, the NotesAmount, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections 88 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. This Agreement Agreement, each Subsidiary Guaranty and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note unless consented to by such holder or Purchaser in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, on the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections Section 8, 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required HoldersHolders and, in the case of the Agreement or the Notes, the Guarantor, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 6, 7, 17.2 or 21 24 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note you unless consented to by such holder or Purchaser you in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 13 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections 8, 11(a)9, 11(b), 1212(a), 1713, 14, 15, 18.2, 20 or 23.

Requirements. This Agreement Agreement, the Notes, the Constituent Company Guaranty and the Notes Intercreditor Agreement may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Obligors and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section SECTION 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note you unless consented to by such holder or Purchaser you in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section SECTION 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections SECTIONS 8, 11(a11(A), 11(b11(B), 12, 17, 20 17 or 2320.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof21, or any defined term (as it is used thereinin any such Section), will be effective as to any Purchaser or holder of a Note Notes unless consented to by such Purchaser or holder or Purchaser of Notes in writing and (b) no such amendment or waiver may, without the written consent of each Purchaser or and the holder of each Note at the time outstanding affected thereby, (1) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest on the Notes or of the Make-Whole Amount onAmount, if any, on the Notes or Net Gain or Net Loss, if any, on the Swapped Notes, (2) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to closing that appear in Section 4 or (3) amend any of Sections 8, 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no a)no amendment or waiver of the notice periods in Section8 hereof, any of the provisions of Section 1Section1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note you unless consented to by such holder or Purchaser you in writing writing, and (b) no b)no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1) subject i)subject to the provisions of Section 12 Section12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2) change ii)change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3) amend iii)amend any of Sections 88 (other than the notice periods therein), 11(a), 11(b), 12, 17, 20 17 or 2320. Section17.2.

Requirements. This Agreement and Agreement, the Notes and any Supplement may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereofhereof (or any similar provision in any Supplement), or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note unless consented to by such holder or Purchaser in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20 (or 23any similar provision in any Supplement).

Requirements. This Agreement and the Notes and any other Finance Document may be amended, and the observance of any term hereof or of the Notes or of any other Finance Document may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note unless consented to by such holder or Purchaser in writing and writing, (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, on the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20 and (c) no consent of any holder of Notes is required to amend any Collateral Document pursuant to the second sentence of Section 2.04(b) of the Intercreditor Agreement (or 23any equivalent provision of any other intercreditor agreement containing the same substantive intercreditor terms).

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with (and only with) the written consent of the Company Obligors and the Required Holders, except that that: Oaktree Capital Management, L.P. Note and Guaranty Agreement (a) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 6, 21 or 21 22 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note unless consented to by such holder or Purchaser in writing and writing; and (b) no such amendment or waiver may, without the written consent of each Purchaser or and the holder of each Note at the time outstanding affected therebyoutstanding, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or of (y) the Make-Whole Amount on, the NotesAmount, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections 88 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 1212 or 18. For the avoidance of doubt, 17, 20 or 23the Company and any Purchaser may agree to a waiver of Section 21 solely with respect to such Purchaser without the consent of the Required Holders.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note unless consented to by such holder or Purchaser in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Alliance Resource GP, LLC Note Purchase Agreement Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce change the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 20 17 or 2320.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note unless consented to by such holder or Purchaser in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected therebythereby (or, if prior to the Closing, each Purchaser), (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Madison Gas and Electric Company Note Purchase Agreement Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4, or (3iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20 or 23any defined term (as it is used therein).

Requirements. This Agreement Agreement, the Subsidiary Guaranty and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Obligors and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note unless consented to by such holder or Purchaser in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate -35- Vectren Utility Holdings, Inc. Note Purchase Agreement or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 20 17 or 2321.

Requirements. This Agreement Agreement, the Notes and the Notes Subsidiary Guaranty may be amended, and the observance of any term hereof or of the Notes or such Subsidiary Guaranty may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note you unless consented to by such holder or Purchaser you in writing writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (1i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (2ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver waiver, or (3iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 20 17 or 2320.