ON THE NOTES SHALL BE DISREGARDED AND DEEMED NOT
TO BE OUTSTANDING FOR THE PURPOSE OF ANY SUCH DETERMINATION; PROVIDED THAT FOR
THE PURPOSES OF DETERMINING WHETHER THE TRUSTEE SHALL BE PROTECTED IN RELYING ON
ANY SUCH DIRECTION, CONSENT, WAIVER OR OTHER ACTION, ONLY NOTES WHICH A
RESPONSIBLE OFFICER KNOWS ARE SO OWNED SHALL BE SO DISREGARDED.
NOTES SO OWNED
WHICH HAVE BEEN PLEDGED IN GOOD FAITH MAY BE REGARDED AS OUTSTANDING FOR THE
PURPOSES OF THIS SECTION 8.04 IF THE PLEDGEE SHALL ESTABLISH TO THE SATISFACTION
OF THE TRUSTEE THE PLEDGEE'S RIGHT TO VOTE SUCH NOTES AND THAT THE PLEDGEE IS
NOT THE ISSUER, ANY OTHER OBLIGOR ON THE NOTES OR ANY AFFILIATE OF THE ISSUER OR
ANY SUCH OTHER OBLIGOR.
IN THE CASE OF A DISPUTE AS TO SUCH RIGHT, ANY DECISION
BY THE TRUSTEE TAKEN UPON THE ADVICE OF COUNSEL SHALL BE FULL PROTECTION TO THE
TRUSTEE.
UPON REQUEST OF THE TRUSTEE, THE ISSUER SHALL FURNISH TO THE TRUSTEE
PROMPTLY AN OFFICERS' CERTIFICATE LISTING AND IDENTIFYING ALL NOTES, IF ANY,
KNOWN BY THE ISSUER TO BE OWNED OR HELD BY OR FOR THE ACCOUNT OF ANY OF THE
ABOVE DESCRIBED PERSONS, AND, SUBJECT TO SECTION 7.01, THE TRUSTEE SHALL BE
ENTITLED TO ACCEPT SUCH OFFICERS' CERTIFICATE AS CONCLUSIVE EVIDENCE OF THE
FACTS THEREIN SET FORTH AND OF THE FACT THAT ALL NOTES NOT LISTED THEREIN ARE
OUTSTANDING FOR THE PURPOSE OF ANY SUCH DETERMINATION.
SECTION 8.05.
REVOCATION OF CONSENTS; FUTURE HOLDERS BOUND.
AT ANY TIME PRIOR
TO (BUT NOT AFTER) THE EVIDENCING TO THE TRUSTEE, AS PROVIDED IN SECTION 8.01,
OF THE TAKING OF ANY ACTION BY THE HOLDERS OF THE PERCENTAGE IN AGGREGATE
PRINCIPAL AMOUNT OF THE NOTES SPECIFIED IN THIS INDENTURE IN CONNECTION WITH
SUCH ACTION, ANY HOLDER OF A NOTE WHICH IS SHOWN BY THE EVIDENCE TO BE INCLUDED
IN THE NOTES THE HOLDERS OF WHICH HAVE CONSENTED TO SUCH ACTION MAY, BY FILING
WRITTEN NOTICE WITH THE TRUSTEE AT ITS CORPORATE TRUST OFFICE AND UPON PROOF OF
HOLDING AS PROVIDED IN SECTION 8.02, REVOKE SUCH ACTION SO FAR AS CONCERNS SUCH
NOTE.
EXCEPT AS AFORESAID, ANY SUCH ACTION TAKEN BY THE HOLDER OF ANY NOTE
SHALL BE CONCLUSIVE AND BINDING UPON SUCH HOLDER AND UPON ALL FUTURE HOLDERS AND
OWNERS OF SUCH NOTE AND OF ANY NOTES ISSUED IN EXCHANGE OR SUBSTITUTION
THEREFOR, IRRESPECTIVE OF WHETHER ANY NOTATION IN REGARD THERETO IS MADE UPON
SUCH NOTE OR ANY NOTE ISSUED IN EXCHANGE OR SUBSTITUTION THEREFOR.
ARTICLE 9
SUPPLEMENTAL INDENTURES
SECTION 9.01.
SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS.
THE
ISSUER, WHEN AUTHORIZED BY THE RESOLUTIONS OF THE BOARD OF DIRECTORS, AND THE
TRUSTEE MAY, FROM TIME TO TIME, AND AT ANY TIME ENTER INTO AN INDENTURE OR
INDENTURES SUPPLEMENTAL WITHOUT THE CONSENT OF THE HOLDERS OF THE NOTES HERETO
FOR ONE OR MORE OF THE FOLLOWING PURPOSES:
43
(A)
TO EVIDENCE A SUCCESSOR TO THE ISSUER AND THE ASSUMPTION BY THAT
SUCCESSOR OF THE OBLIGATIONS OF THE ISSUER UNDER THIS INDENTURE AND THE