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(6)
the Issuer must deliver to the Trustee an officer's certificate and an opinion of counsel reasonably acceptable
to the Trustee, subject to customary assumptions and qualifications, each stating that all conditions precedent
relating to the Legal Defeasance or the Covenant Defeasance have been complied with.
Amendment, Supplement and Waiver
Except as provided in the next two succeeding paragraphs, the Indenture, the Notes or the Note Guarantees may be
amended or supplemented with the consent of the holders of at least a majority in aggregate principal amount of the
Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, Notes), and any existing Default or Event of Default or compliance with any provision of the
Indenture, the Notes or the Note Guarantees may be waived with the consent of the holders of a majority in aggregate
principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a
purchase of, or tender offer or exchange offer for, Notes).
Unless consented to by the holders of at least 90% of the aggregate principal amount of then outstanding Notes
(including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for,
Notes), without the consent of each holder of Notes affected, an amendment, supplement or waiver may not (with respect
to any Notes held by a non-consenting holder):
(1)
reduce the principal amount of Notes whose holders must consent to an amendment, supplement or waiver;
(2)
reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the
redemption or repurchase of the Notes (other than provisions relating to the covenants described above under
the caption "—
Repurchase at the Option of Noteholders
");
(3)
reduce the rate of or change the time for payment of interest, including default interest, on any Note;
(4)
waive a Default or Event of Default in the payment of principal of, or interest, Additional Amounts or
premium, if any, on, the Notes (except a rescission of acceleration of the Notes by the holders of at least a
majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that
resulted from such acceleration);
(5)
make any Note payable in money other than that stated in the Notes;
(6)
make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of holders
of Notes to receive payments of principal of, or interest, Additional Amounts or premium, if any, on, the
Notes (other than as permitted in clause (7) below);
(7)
waive a redemption payment with respect to any Note (other than a payment required by one of the covenants
described above under the caption "—
Repurchase at the Option of Noteholders
");
(8)
modify or release any of the Note Guarantees in any manner adverse to the holders of the Notes, other than in
accordance with the terms of the Indenture and any relevant intercreditor agreement (or any additional
intercreditor agreement or priority agreement entered into in accordance with the terms of the Indenture);
(9)
impair the right of any holder of Notes to receive payment of principal of and interest on such holder's Notes
on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to
such holder's Notes or any Note Guarantee in respect thereof;
(10)
make any change to the ranking of the Notes or Note Guarantees, in each case in a manner that adversely
affects the rights of the holders of the Notes; or
(11)
make any change in the preceding amendment, supplement and waiver provisions.
Notwithstanding the preceding, without the consent of any holder of Notes, the Issuer, the Guarantors and the Trustee
may amend or supplement the Indenture, the Notes and the Note Guarantees:
(1)
to cure any ambiguity, defect or inconsistency;
(2)
to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3)
to provide for the assumption of the Issuer's or a Guarantor's obligations to holders of Notes and Note
Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Issuer's or such
Guarantor's assets, as applicable;
(4)
to make any change that would provide any additional rights or benefits to the holders of Notes or that does
not adversely affect the legal rights under the Indenture of any such holder in any material respect;
(5)
to conform the text of the Indenture, the Note Guarantees or the Notes to any provision of this "Description of
Notes" to the extent that such provision in this "Description of Notes" was intended to be a verbatim recitation
of a provision of the Indenture, the Note Guarantees or the Notes;
(6)
to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture as
of the Issue Date;
