the Securities) equally and ratably with (or prior
to) all such Debt which upon such amalgamation, consolidation, merger,
conveyance, lease or transfer is to become secured as to such properties or
assets, or will cause such Securities to be so secured; provided that for the
purpose of providing such equal and rateable or prior security, the principal
amount of Original Issue Discount Securities shall mean that amount which would
at the time of making such effective provision be due and payable pursuant to
Section 502 and the terms of such Original Issue Discount Securities upon a
declaration of acceleration of the Maturity thereof, and the extent of such
equal and ratable security shall be adjusted, to the extent permitted by law, as
and when said amount changes over time pursuant to the terms of such Original
Issue Discount Securities.
ARTICLE NINE
SUPPLEMENTAL INDENTURES
SECTION 901.
Supplemental Indentures Without Consent of Holders. Without the
consent of any Holders, the Company and the Guarantors, when authorized by or
pursuant to a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:
(1)
TO EVIDENCE THE SUCCESSION OF ANOTHER PERSON TO THE COMPANY AND
THE ASSUMPTION BY ANY SUCH SUCCESSOR OF THE COVENANTS OF THE COMPANY CONTAINED
HEREIN AND IN THE SECURITIES; OR
(2)
TO ADD TO THE COVENANTS OF THE COMPANY OR A GUARANTOR FOR THE
BENEFIT OF THE HOLDERS OF ALL OR ANY SERIES OF SECURITIES (AND IF SUCH COVENANTS
ARE TO BE FOR THE BENEFIT OF LESS THAN ALL SERIES OF SECURITIES, STATING THAT
SUCH COVENANTS ARE BEING INCLUDED
50
SOLELY FOR THE BENEFIT OF SUCH SERIES) OR TO SURRENDER ANY RIGHT OR POWER HEREIN
CONFERRED UPON THE COMPANY; OR
(3)
TO ADD ANY ADDITIONAL EVENTS OF DEFAULT (AND IF SUCH EVENTS OF
DEFAULT ARE TO BE FOR THE BENEFIT OF LESS THAN ALL SERIES OF SECURITIES, STATING
THAT SUCH EVENTS OF DEFAULT ARE BEING INCLUDED SOLELY FOR THE BENEFIT OF SUCH
SERIES); OR
(4)
TO SECURE THE SECURITIES PURSUANT TO THE PROVISIONS OF
SECTION 803, 1006 OR 1007 OR OTHERWISE; OR
(5)
TO ESTABLISH THE FORM OR TERMS OF SECURITIES OF ANY SERIES AS
PERMITTED BY SECTIONS 201 AND 301; OR
(6)
TO EVIDENCE AND PROVIDE FOR THE ACCEPTANCE OF APPOINTMENT
HEREUNDER BY A SUCCESSOR TRUSTEE WITH RESPECT TO THE SECURITIES OF ONE OR MORE
SERIES AND TO ADD TO OR CHANGE ANY OF THE PROVISIONS OF THIS INDENTURE AS SHALL
BE NECESSARY TO PROVIDE FOR OR FACILITATE THE ADMINISTRATION OF THE TRUSTS
HEREUNDER BY MORE THAN ONE TRUSTEE, PURSUANT TO THE REQUIREMENTS OF
SECTION 610(B); OR
(7)
TO CLOSE THIS INDENTURE WITH RESPECT TO THE AUTHENTICATION AND
DELIVERY OF ADDITIONAL SERIES OF SECURITIES, TO CURE ANY AMBIGUITY, TO CORRECT
OR SUPPLEMENT ANY PROVISION HEREIN WHICH MAY BE DEFECTIVE OR INCONSISTENT WITH
ANY OTHER PROVISION HEREIN, OR TO MAKE ANY OTHER PROVISIONS WITH RESPECT