OF AND ESTABLISH THE FORM AND TERMS
AND CONDITIONS OF THE DEBENTURES, TO ESTABLISH THE FORM OF ANY CERTIFICATIONS
REQUIRED TO BE FURNISHED PURSUANT TO THE TERMS OF THIS INDENTURE OR THE
DEBENTURES, OR TO ADD TO THE RIGHTS OF THE HOLDERS OF DEBENTURES.
The Trustee is hereby authorized to join with the Company in the execution of
any such supplemental indenture, to make any further appropriate agreements and
stipulations which may be therein contained and to accept the conveyance,
transfer and assignment of any property thereunder, but the Trustee shall not be
obligated to, but may in its discretion, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.
40
Any supplemental indenture authorized by the provisions of this Section 9.1 may
be executed by the Company and the Trustee without the consent of the holders of
any of the Debentures at the time outstanding, notwithstanding any of the
provisions of Section 9.2.
SECTION 9.2.
SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS.
WITH THE CONSENT (EVIDENCED AS PROVIDED IN SECTION 7.1) OF THE HOLDERS OF NOT
LESS THAN A MAJORITY IN AGGREGATE PRINCIPAL AMOUNT OF THE DEBENTURES AT THE TIME
OUTSTANDING AFFECTED BY SUCH SUPPLEMENTAL INDENTURE (VOTING AS A CLASS), THE
COMPANY, WHEN AUTHORIZED BY A BOARD RESOLUTION, 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
DEBENTURES; PROVIDED, HOWEVER, THAT NO SUCH SUPPLEMENTAL INDENTURE SHALL WITHOUT
THE CONSENT OF THE HOLDERS OF EACH DEBENTURE THEN OUTSTANDING AND AFFECTED
THEREBY (I) CHANGE THE FIXED MATURITY OF ANY DEBENTURE, OR REDUCE THE PRINCIPAL
AMOUNT THEREOF OR ANY PREMIUM THEREON, OR REDUCE THE RATE OR EXTEND THE TIME OF
PAYMENT OF INTEREST THEREON, OR REDUCE ANY AMOUNT PAYABLE ON REDEMPTION THEREOF
OR MAKE THE PRINCIPAL THEREOF OR ANY INTEREST OR PREMIUM THEREON PAYABLE IN ANY
COIN OR CURRENCY OTHER THAN THAT PROVIDED IN THE DEBENTURES, OR IMPAIR OR AFFECT
THE RIGHT OF ANY SECURITYHOLDER TO INSTITUTE SUIT FOR PAYMENT THEREOF OR IMPAIR
THE RIGHT OF REPAYMENT, IF ANY, AT THE OPTION OF THE HOLDER, OR (II) REDUCE THE
AFORESAID PERCENTAGE OF DEBENTURES THE HOLDERS OF WHICH ARE REQUIRED TO CONSENT
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 THE SECURITYHOLDER OF EACH
OUTSTANDING DEBENTURE IS REQUIRED, SUCH SUPPLEMENTAL INDENTURE SHALL NOT BE
EFFECTIVE UNTIL EACH HOLDER OF THE TRUST SECURITIES SHALL HAVE CONSENTED TO SUCH
SUPPLEMENTAL INDENTURE.
Upon the request of