Common use of Supplemental Indentures With Consent Clause in Contracts

Supplemental Indentures With Consent. of Holders of a Series. With the consent (evidenced as provided in Section 9.01) of the Holders of not less than 50% in aggregate principal amount at Stated Maturity of the Securities at the time outstanding of each series affected by such supplemental indenture or indentures, the Company, when authorized by or pursuant to a resolution of the Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however, that no such supplemental indenture shall without the consent of the Holder of each outstanding Security affected thereby (i) extend the fixed Maturity of any Security, or reduce the rate of interest or extend the time of payment of interest, if any, thereon or reduce the principal thereof or the time during which premium is payable thereon, or make the principal thereof or any premium or interest thereon payable in any coin or currency other than that provided in the securities or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 7.01 or the amount thereof provable in bankruptcy pursuant to Section 7.02 without the consent of the Holder of each Security so affected, or (ii) reduce the percentage in principal amount at Stated Maturity of the outstanding Securities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions hereof or of certain defaults hereunder and their consequences provided for in this Indenture, or (iii) modify any provision of this Section 11.02 or Section 7.07 hereof except to increase any such percentage or to provide certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Security affected thereby. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. Upon the request of the Company, accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Holders of such series as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Holders under this Section 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indentures With Consent. of Holders Securityholders of a Series. With the consent (evidenced as provided in Section 9.016.01) of the Holders holders of not less than 50% a majority in aggregate principal amount at Stated Maturity of the Securities at the time outstanding Outstanding of each series affected by such supplemental indenture or indentures, the Company, when authorized by or pursuant to a resolution the resolutions of the Board of Directors, and the Trustee may from time to time and at any time may enter into an indenture or indentures supplemental hereto to this Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Securities of each such series under this Indentureseries; provided, however, that no such supplemental indenture shall without the consent of the Holder holder of each outstanding Security affected thereby no such supplemental indenture shall: (ia) extend change the fixed Stated Maturity of the principal of or any premium or any installment of interest on, any Security, or reduce the rate principal amount of interest or extend the time of payment of interest, if any, thereon or reduce the principal thereof or the time during which premium is payable thereon, or make the principal thereof any Security or any premium or interest thereon payable in on any coin or currency other than that provided in the securities Security, or reduce the amount of principal payable upon acceleration of the principal Maturity of an any Original Issue Discount Security that would be due and payable upon an acceleration Security, or change any Place of the maturity thereof pursuant to Section 7.01 Payment where, or the amount thereof provable coin or currency in bankruptcy pursuant to Section 7.02 without the consent of the Holder of each which, any Security so affectedor any premium or interest on any Security is payable, or impair the right to institute suit for the enforcement of any such payment on or after its Stated Maturity; (iib) reduce the percentage in principal amount at Stated Maturity of the outstanding Securities, Securities the consent of whose Holders holders is required for any such supplemental indenture, indenture or the consent of whose Holders holders is required for any waiver of compliance with certain provisions hereof provision of this Indenture or of certain defaults hereunder under this Indenture and their consequences provided for in this Indenture; or (c) modify the provisions of Section 4.01 providing for the rescinding and annulment of a declaration accelerating the Maturity of the Securities of any series, or (iii) modify any of the provision of this Section 11.02 8.02 or Section 7.07 hereof 4.07(b), except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Security affected thereby. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other serieswaived. Upon the request of the Company, accompanied by a copy of a resolution the resolutions of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Holders Securityholders of such series as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Holders Securityholders under this Section 11.02 8.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indentures With Consent. of Holders of a Series. With the consent (evidenced as provided in Section 9.01) of the Holders of not less than 50% in aggregate principal amount at Stated Maturity of the Securities at the time outstanding of each series affected by such supplemental indenture or indentures, the Company, when authorized by or pursuant to a resolution of the Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however, that no such supplemental indenture shall without the consent of the Holder of each outstanding Security affected thereby (i) extend the fixed Maturity maturity of any Security, or reduce the rate of interest or extend the time of payment of interest, if any, thereon or reduce the principal thereof or the time during which premium is payable thereon, on or make the principal thereof or any premium or any interest thereon payable in any coin or currency other than that provided in the securities such Securities, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 7.01 or the amount thereof provable in bankruptcy pursuant to Section 7.02 without the consent of the Holder of each Security so affected, or (ii) reduce the percentage in principal amount at Stated Maturity of the outstanding Securities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions hereof or of certain defaults hereunder and their consequences provided for in this Indenture, or (iii) modify any provision of this Section 11.02 or Section 7.07 hereof except to increase any such percentage or to provide certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Security affected thereby. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. Upon the request of the Company, accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Holders of such 81 73 series as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Holders under this Section 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indentures With Consent. of Holders of a Series--------------------------------------- Securityholders. With the consent (evidenced as provided in Section 9.01Sections 8.01 and --------------- 8.02) of the Holders holders of not less than 5066-2/3% in aggregate principal amount at Stated Maturity of the Outstanding Securities at the time outstanding of each series (each series voting as a class) (in the case of Original Issue Discount Securities, such principal amount to be determined as provided in the definition of "Security or Securities; Outstanding" in Section 1.01) affected by such supplemental indenture or indenturesat the time Outstanding, the Company, when authorized by or pursuant to a resolution of the Board of Directors, Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Third Amended and Restated Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Outstanding Securities of each such series under this Indentureseries; provided, however, that no such -------- ------- supplemental indenture shall without the consent of the Holder of each outstanding Security affected thereby (i) extend the fixed Maturity maturity of any Outstanding Security, or reduce the rate of interest or extend the time of payment of interest, if any, thereon thereon, or reduce the principal thereof amount or the time during which premium is payable thereonpremium, if any, thereof, or make the principal thereof or any premium premium, if any, or interest interest, if any, thereon payable in any coin or currency other than that provided in any Outstanding Security, or impair the securities right of any holder of a Security to institute suit for any such payment, or reduce the amount of the principal of an Outstanding Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 7.01 6.01 or adversely affect the right of repayment, if any, at the option of the holder, or extend the time, or reduce the amount thereof provable in bankruptcy pursuant of any payment to Section 7.02 without the consent of the Holder of each Security so affectedany sinking fund or analogous obligation relating to any Security, or (ii) reduce the percentage in principal amount at Stated Maturity of the outstanding SecuritiesOutstanding Securities of any series, the holders of which are required to consent of whose Holders is required for to any such supplemental indenture, indenture or the consent of whose Holders is required for any waiver of compliance with certain provisions hereof any past default or Event of certain defaults hereunder and their consequences provided for in this IndentureDefault pursuant to Section 6.07, or (iii) modify any provision of this Section 11.02 6.07 or Section 7.07 hereof 10.02 (except to increase any such percentage or to provide that certain other provisions of this Third Amended and Restated Indenture cannot be modified or waived without the consent of the Holder holder of each Security affected therebyso affected) without, in the case of each of the foregoing clauses (i), (ii) and (iii), the consent of the holder of each Security so affected. A supplemental indenture which changes or eliminates any covenant or other provision of this Third Amended and Restated Indenture which has expressly been included solely for the benefit of one or more particular series of Outstanding Securities, or which modifies the rights of the Holders holders of Outstanding Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Third Amended and Restated Indenture of the Holders holders of Securities of any other series. Upon the request of the Company, accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, Company and upon the filing with the Trustee of evidence of the consent of Holders of such series Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Third Amended and Restated Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Holders Securityholders under this Section 11.02 10.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indentures With Consent. of Holders of a Seriesthe ------------------------------------------- Debentureholders. With the consent (evidenced as provided in Section 9.0110.1) of ---------------- the Holders holders of not less than 50% a majority in aggregate principal amount at Stated Maturity of the Securities Debentures at the time outstanding of each series affected by such supplemental indenture or indenturesOutstanding, the Company, when authorized by or pursuant to a resolution of the Board of DirectorsResolutions, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner not covered by Section 11.1 the rights of the Holders holders of the Securities of each such series Debentures under this Indenture; provided, however, that no such supplemental indenture shall without the consent of the Holder holders of each outstanding Security Debenture then Outstanding and affected thereby thereby, (ia) extend the fixed Maturity maturity of any SecurityDebentures, or reduce the principal amount thereof, reduce the rate of interest or extend the time of payment of interest, if any, thereon or reduce the principal thereof or the time during which premium is payable interest thereon, or make limit the principal thereof right of a holder of Preferred Securities to institute and prosecute a Direct Action or any premium or interest thereon payable in any coin or currency other than that provided in the securities or (b) reduce the amount aforesaid percentage of Debentures, the holders of which are required to consent to any such supplemental indenture; provided further, that if the Debentures are held by the Trust or a trustee of the principal Trust, such supplemental indenture shall not be effective until the holders of an Original Issue Discount Security that would be due and payable upon an acceleration at least a majority in liquidation preference of Trust Securities of the maturity thereof pursuant Trust shall have consented to Section 7.01 such supplemental indenture; provided further, that if the Debentures are held by the Trust or a trustee of the amount thereof provable in bankruptcy pursuant to Section 7.02 without Trust and if the consent of the Holder holder of each Security so affectedOutstanding Debenture is required, or (ii) reduce the percentage in principal amount at Stated Maturity of the outstanding Securities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions hereof or of certain defaults hereunder and their consequences provided for in this Indenture, or (iii) modify any provision of this Section 11.02 or Section 7.07 hereof except to increase any such percentage or to provide certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Security affected thereby. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. Upon the request of the Company, accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Holders of such series as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into effective until each holder of the Trust Securities of the Trust shall have consented to such supplemental indenture. It shall not be necessary for the consent of the Holders Debentureholders affected thereby under this Section 11.02 11.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indentures With Consent. of Holders of a Series------------------------------------------------------- Securityholders. With the consent (evidenced as provided in Section 9.017.1) of the Holders --------------- holders of not less than 50% a majority in aggregate principal amount at Stated Maturity of the Securities Debentures at the time outstanding of each series affected by such supplemental indenture or indentures(voting as a class), the Company, when authorized by or pursuant to a resolution of the Board of DirectorsResolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Securities of each such series under this IndentureDebentures; provided, however, that no such supplemental -------- ------- indenture shall without the consent of the Holder holders of each Debenture then outstanding Security and affected thereby (i) extend change the fixed Maturity maturity of any SecurityDebenture, or reduce the principal amount thereof or any premium thereon, or reduce the rate of interest or extend the time of payment of interestinterest thereon, if any, thereon or reduce the principal any amount payable on redemption thereof or the time during which premium is payable thereon, or make the principal thereof or any interest or premium or interest thereon payable in any coin or currency other than that provided in the securities Debentures, or reduce impair or affect the amount right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 7.01 or the amount thereof provable in bankruptcy pursuant to Section 7.02 without the consent of the Holder of each Security so affectedholder, or (ii) reduce the aforesaid percentage in principal amount at Stated Maturity of Debentures the outstanding Securities, the holders of which are required to consent of whose Holders is required for to any such supplemental indenture; provided -------- further, however, that if the Debentures are held by a trust or a trustee of ------- ------- such trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; provided further, however, that if the consent of whose Holders -------- ------- ------- the Securityholder of each outstanding Debenture is required for any waiver of compliance with certain provisions hereof or of certain defaults hereunder and their consequences provided for in this Indenturerequired, or (iii) modify any provision of this Section 11.02 or Section 7.07 hereof except to increase any such percentage or to provide certain other provisions of this Indenture cansupplemental indenture shall not be modified or waived without the consent effective until each holder of the Holder of each Security affected thereby. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Trust Securities of such series with respect shall have consented to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other seriessupplemental indenture. Upon the request of the Company, Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Holders of such series Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Debenture Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Holders Securityholders under this Section 11.02 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indentures With Consent. of Holders of a SeriesSecurityholders. ------------------ With the consent (evidenced as provided in Section 9.017.01) of the Holders holders of not less than 50% a majority in aggregate principal amount at Stated Maturity of the Debt Securities at the time outstanding of each all series affected by such supplemental indenture or indentures(voting as a class), the Company, when authorized by or pursuant to a resolution of the Board of DirectorsResolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act, then in effect, applicable to indentures qualified thereunder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Debt Securities of each such series under this Indentureso affected; provided, -------- however, that no such supplemental indenture shall without ------- the consent of the Holder holders of each Debt Security then outstanding Security and affected thereby (i) extend the fixed Maturity maturity of any SecurityDebt Security of any series, or reduce the principal amount thereof or any premium thereon, or reduce the rate of interest or extend the time of payment of interestinterest thereon, if any, thereon or reduce the principal any amount payable on redemption thereof or the time during which premium is payable thereon, or make the principal thereof or any interest or premium or interest thereon payable in any coin or currency other than that provided in the securities Debt Securities, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 7.01 5.01 or the amount thereof provable in bankruptcy pursuant to Section 7.02 without 5.02, or impair or affect the consent right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the Holder of each Security so affectedholder, or (ii) reduce the aforesaid percentage in principal amount at Stated Maturity of Debt Securities the outstanding Securities, the holders of which are required to consent of whose Holders is required for to any such supplemental indenture; provided, -------- further, that if the Debt Securities of such series are held by a ------- Mercantile Trust or the consent a trustee of whose Holders is required for any waiver of compliance with certain provisions hereof or of certain defaults hereunder and their consequences provided for in this Indenturesuch trust, or (iii) modify any provision of this Section 11.02 or Section 7.07 hereof except to increase any such percentage or to provide certain other provisions of this Indenture cansupplemental indenture shall not be modified or waived without effective until the holders of a majority in liquidation preference of Trust Securities of the applicable Trust shall have consented to such supplemental indenture; provided further, that if the consent of the Holder Securityholder of each outstanding Debt Security affected therebyis required, such supplemental indenture shall not be effective until each holder of the Trust Securities of the applicable Mercantile Trust shall have consented to such supplemental indenture. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Debt Securities, or which modifies the rights of the Holders of Securities Securityholders of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of or the Holders of Securities Securityholders of any other series. Upon the request of the Company, Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Holders of such series Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's Trustees own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby as their names and addresses appear upon the Debt Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Holders Securityholders under this Section 11.02 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indentures With Consent. of Holders of a Series. With the consent (evidenced as provided in Section 9.01) of the Holders of not less than 50% in aggregate principal amount at Stated Maturity of the Securities at the time outstanding of each series affected by such supplemental indenture or indentures, the Company, when authorized by or pursuant to a resolution of the Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however, that no such supplemental indenture shall shall, without the consent of the Holder of each outstanding Security affected thereby thereby, (i) extend the fixed Maturity of any Security, or (ii) reduce the rate of interest of, or any premium payable upon the redemption of, any Security, or extend the time of payment of principal or interest, if any, thereon or reduce the principal thereof or the time during which premium is payable thereon, or make (iii) change the principal thereof or any premium or interest thereon payable in any coin or currency other than that provided in the securities or Required Currency, (iv) reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 7.01 or the amount thereof provable in bankruptcy pursuant to Section 7.02 without the consent of the Holder of each Security so affected, (v) change the place of payment where, or the currency or currencies or currency unit or units in which, any Security or any premium or interest thereon is payable, (iivi) impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof, (vii) affect adversely the terms, if any, of conversion of any Security into stock or other securities of the Company or of any other corporation, (viii) change any obligation of the Company, with respect to outstanding Securities, to maintain an office or agency in the places and for the purposes specified in the Indenture, (ix) reduce the percentage in principal amount at Stated Maturity of the outstanding Securities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions hereof or of certain defaults hereunder and their consequences provided for in this Indenture, or (iiix) modify any provision of this Section 11.02 or Section 7.07 hereof except to increase any such percentage or to provide certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Security affected thereby. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. Upon the request of the Company, accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Holders of such series as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Holders under this Section 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indentures With Consent. of Holders of a Series--------------------------------------- Securityholders. --------------- With the consent (evidenced as provided in Section 9.017.01) of the Holders holders of not less than 50% a majority in aggregate principal amount at Stated Maturity of the Debt Securities at the time outstanding of each all series affected by such supplemental indenture or indentures(voting as a class), the Company, when authorized by or pursuant to a resolution of the Board of DirectorsResolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act, then in effect, applicable to indentures qualified thereunder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Debt Securities of each such series under this Indentureso affected; provided, however, -------- ------- that no such supplemental indenture shall without the consent of the Holder holders of each Debt Security then outstanding Security and affected thereby (i) extend the fixed Maturity maturity of any SecurityDebt Security of any series, or reduce the principal amount thereof or any premium thereon, or reduce the rate of interest or extend the time of payment of interestinterest thereon, if any, thereon or reduce the principal any amount payable on redemption thereof or the time during which premium is payable thereon, or make the principal thereof or any interest or premium or interest thereon payable in any coin or currency other than that provided in the securities Debt Securities, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 7.01 5.01 or the amount thereof provable in bankruptcy pursuant to Section 7.02 without 5.02, or impair or affect the consent right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the Holder of each Security so affectedholder, or (ii) reduce the aforesaid percentage in principal amount at Stated Maturity of Debt Securities the outstanding Securities, the holders of which are required to consent of whose Holders is required for to any such supplemental indenture; provided, -------- further, that if the Debt Securities of such series are held by a ------- Leucadia Trust or the consent a trustee of whose Holders is required for any waiver of compliance with certain provisions hereof or of certain defaults hereunder and their consequences provided for in this Indenturesuch trust, or (iii) modify any provision of this Section 11.02 or Section 7.07 hereof except to increase any such percentage or to provide certain other provisions of this Indenture cansupplemental indenture shall not be modified or waived without effective until the holders of a majority in liquidation preference of Trust Securities of the applicable Trust shall have consented to such supplemental indenture; provided further, that if the consent of the Holder Securityholder of each outstanding Debt Security affected therebyis required, such supplemental indenture shall not be effective until each holder of the Trust Securities of the applicable Leucadia Trust shall have consented to such supplemental indenture. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Debt Securities, or which modifies the rights of the Holders of Securities Securityholders of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of or the Holders of Securities Securityholders of any other series. Upon the request of the Company, Company accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Holders of such series Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby as their names and addresses appear upon the Debt Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Holders Securityholders under this Section 11.02 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indentures With Consent. of Holders of a Series--------------------------------------- Securityholders. With the consent (evidenced as provided in Section 9.01Sections 8.01 and --------------- 8.02) of the Holders holders of not less than 5066-2/3% in aggregate principal amount at Stated Maturity of the Outstanding Securities at the time outstanding of each series (each series voting as a class) (in the case of Original Issue Discount Securities, such principal amount to be determined as provided in the definition of "Security or Securities; Outstanding" in Section 1.01) affected by such supplemental indenture or indenturesat the time Outstanding, the Company, when authorized by or pursuant to a resolution of the Board of Directors, Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Third Amended and Restated Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Outstanding Securities of each such series under this Indentureor the Coupons appertaining to such Securities; provided, however, that no such supplemental -------- ------- indenture shall without the consent of the Holder of each outstanding Security affected thereby (i) extend the fixed Maturity maturity of any Outstanding Security, or reduce the rate of interest or extend the time of payment of interest, if any, thereon thereon, or reduce the principal thereof amount or the time during which premium is payable thereonpremium, if any, thereof, or make the principal thereof or any premium premium, if any, or interest interest, if any, thereon payable in any coin or currency other than that provided in any Outstanding Security or Coupon, or impair the securities right of any holder of a Security to institute suit for any such payment, or reduce the amount of the principal of an Outstanding Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 7.01 6.01 or adversely affect the right of repayment, if any, at the option of the holder, or extend the time, or reduce the amount thereof provable in bankruptcy pursuant of any payment to Section 7.02 without the consent of the Holder of each Security so affectedany sinking fund or analogous obligation relating to any Security, or (ii) reduce the percentage in principal amount at Stated Maturity of the outstanding SecuritiesOutstanding Securities of any series, the holders of which are required to consent of whose Holders is required for to any such supplemental indenture, indenture or the consent of whose Holders is required for any waiver of compliance with certain provisions hereof any past default or Event of certain defaults hereunder and their consequences provided for in this Indenture, Default pursuant to Section 6.07 or (iii) modify any provision of this Section 11.02 6.07 or Section 7.07 hereof 10.02 (except to increase any such percentage or to provide that certain other provisions of this Third Amended and Restated Indenture cannot be modified or waived without the consent of the Holder holder of each Security affected therebyso affected) without, in the case of each of the foregoing clauses (i), (ii) and (iii), the consent of the holder of each Security so affected. A supplemental indenture which changes or eliminates any covenant or other provision of this Third Amended and Restated Indenture which has expressly been included solely for the benefit of one or more particular series of Outstanding Securities, or which modifies the rights of the Holders holders of Outstanding Securities of such series or of Coupons appertaining to such Securities with respect to such covenant or other provision, shall be deemed not to affect the rights under this Third Amended and Restated Indenture of the Holders holders of Securities of any other seriesseries or of Coupons appertaining to such Securities. Upon the request of the Company, accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, Company and upon the filing with the Trustee of evidence of the consent of Holders of such series Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Third Amended and Restated Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Holders Securityholders under this Section 11.02 10.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indentures With Consent. of Holders of a Series. With the consent (evidenced as provided in Section 9.01) of the Holders of not less than 50% in aggregate principal amount at Stated Maturity of the Securities at the time outstanding of each series affected by such supplemental indenture or indentures, the Company, when authorized by or pursuant to a resolution of the Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however, that no such supplemental indenture shall without the consent of the Holder of each outstanding Security affected thereby (i) extend the fixed Maturity of any Security, or reduce the rate of interest or extend the time of payment of interest, if any, thereon or reduce the principal thereof or the time during which premium is payable thereonthereon or change the Required Currency, or make the principal thereof or any premium or interest thereon payable in any coin or currency other than that provided in the securities or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 7.01 or the amount thereof provable in bankruptcy pursuant to Section 7.02 without the consent of the Holder of each Security so affected, or (ii) reduce the percentage in principal amount at Stated Maturity of the outstanding Securities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions hereof or of certain defaults hereunder and their consequences provided for in this Indenture, or (iii) modify any provision of this Section 11.02 or Section 7.07 hereof except to increase any such percentage or to provide certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Security affected thereby. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. Upon the request of the Company, accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Holders of such series as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Holders under this Section 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indentures With Consent. of Holders Securityholders of a Series. With the consent (evidenced as provided in Section 9.017.01) of the Holders holders of not less than 50% a majority in aggregate principal amount at Stated Maturity of the Securities at the time outstanding Outstanding of each series affected by such supplemental indenture or indentures, the Company, when authorized by or pursuant to a resolution the resolutions of the Board of Directors, and the Trustee may from time to time and at any time may enter into an indenture or indentures supplemental hereto to this Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Securities of each such series under this Indentureseries; provided, however, that no such supplemental indenture shall without the consent of the Holder holder of each outstanding Security affected thereby no such supplemental indenture shall: (ia) extend change the fixed Stated Maturity of the principal of or any premium or any installment of interest on, any Security, or reduce the rate principal amount of interest or extend the time of payment of interest, if any, thereon or reduce the principal thereof or the time during which premium is payable thereon, or make the principal thereof any Security or any premium or interest thereon payable in on any coin or currency other than that provided in the securities Security, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 7.01 Maturity of any Original issue Discount Security, or change any Place of Payment where, or the amount thereof provable coin or currency in bankruptcy pursuant to Section 7.02 without the consent of the Holder of each which, any Security so affectedor any premium or interest on any Security is payable, or impair the right to institute suit for the enforcement of any such payment on or after its Stated Maturity, or make any change in Article III that adversely affects the rights of any Securityholder; (iib) reduce the percentage in principal amount at Stated Maturity of the outstanding Securities, Securities the consent of whose Holders holders is required for any such supplemental indenture, indenture or the consent of whose Holders holders is required for any waiver of compliance with certain provisions hereof of this Indenture or of certain defaults hereunder under this Indenture and their consequences provided for in this Indenture; or (c) modify the provisions of Section 5.01 providing for the rescinding and annulment of a declaration accelerating the Maturity of the Securities of any series, or (iii) modify any provision of the provisions of this Section 11.02 9.02 or Section 7.07 hereof 5.07(b), except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Security affected thereby. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other serieswaived. Upon the request of the Company, accompanied by a copy of a resolution the resolutions of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Holders Securityholders of such series as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated obliged to, enter into such supplemental indenture. It shall not be necessary for the consent of the Holders Securityholders under this Section 11.02 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.