Common use of Supplements and Amendments Clause in Contracts

Supplements and Amendments. Subject to the last sentence of this Section 18, if the Company so directs, the Company and the Rights Agent shall supplement or amend this Agreement without the approval of any holders of Rights (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to supplement or amend the provisions hereunder in any manner which the Company may deem desirable, which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, adversely affect the interests of the holders of Rights (so long as the duties, liabilities and indemnifications of the Rights Agent are not affected). Upon the delivery of a certificate from an officer of the Company which states that the proposed supplement or Amendment is in compliance with the terms of this Section 18, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement to the contrary, no supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent of the holders of a majority of the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendment.

Supplements and Amendments. Subject to the last sentence of this Section 18, if the Company so directs, the (a) The Company and the Rights Warrant Agent shall may from time to time supplement or amend this Warrant Agreement without the approval or consent of any holders of Rights Holder in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which that may be defective or inconsistent with any other provisions herein, or (iii) to shorten make any other provision in regard to matters or lengthen any time period hereunder, or (iv) to supplement or amend the provisions questions arising hereunder in any manner which that the Company and the Warrant Agent may deem desirable, which supplement necessary or amendment desirable and that shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders Holders. Every Holder of Rights (so long as the dutiesWarrants, liabilities and indemnifications of the Rights Agent are not affected). Upon the delivery of a certificate from an officer of the Company which states that the proposed supplement whether issued before or Amendment is in compliance with the terms of this Section 18, the Rights Agent shall execute after any such supplement or amendment, shall be bound thereby. Promptly after the effectiveness of any supplement or amendment that affects the interest of the Holders, the Company shall give notice thereof, as provided in Section 8.2 hereof, to the Holders affected thereby, setting forth in general terms the substance of such supplement or amendment. (b) The Company and the Warrant Agent may modify or amend this Warrant Agreement and the Warrant Certificates with the consent of the Holders of not fewer than a majority in number of the then-outstanding unexercised Warrants, for any purpose; provided, however, that no such modification or amendment that (i) changes the failure or refusal Exercise Price of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective Warrants other than in accordance with Section 4.1(h), (ii) reduces the terms thereof. Notwithstanding anything Exercise Amount other than in accordance with Article IV, (iii) accelerates the Expiration Date of the Warrants, or (iv) reduces the percentage of outstanding unexercised Warrants the consent of the Holders of which is required hereunder for modification or amendment of this Warrant Agreement to or the contraryWarrants, no supplement or Amendment shall may be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent of each Holder. (c) In connection with any amendment or supplement to this Warrant Agreement, the holders of a majority of Warrant Agent shall receive, at the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement expense of the Company, and be fully protected in relying upon, (i) an Officers' Certificate from the Spin-Off Entity Company that such amendment or supplement is permitted by, and conforms to, the terms of this Warrant Agreement, and (ii) an Opinion of Counsel (which may be counsel to the Company) that such amendment or supplement is permitted by, and conforms to, the terms of this Warrant Agreement and the Rights Agent Warrants and that all conditions, precedent, if any, in this Warrant Agreement to the consent execution and delivery of the holders of a majority of the issued and outstanding Rights has such amendment or supplement have been obtained with respect to such amendmentsatisfied.

Supplements and Amendments. Subject Prior to the last sentence of this Section 18Distribution Date, the Company may, and the Rights Agent shall, if the Company so directs, the Company and the Rights Agent shall from time to time supplement or amend any provision of this Agreement as the Company may deem necessary or desirable without the approval of any holders of the Common Stock. Without limiting the foregoing, the Company may, at any time prior to such time as any Person becomes an Acquiring Person, amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof to not less than the greater of (a) the sum of .001% and the largest percentage of the outstanding shares of Common Stock then known by the Company to be beneficially owned by any Person (other than any Person that, on the date hereof, beneficially owns 15% or more of the shares of Common Stock of the Company outstanding as of the date hereof and other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding shares of Common Stock for or pursuant to the terms of any such plan) and (b) 10%. From and after the Distribution Date, the Company may, and the Rights Agent shall, if the Company so directs, from time to time supplement or amend any provision of this Agreement without the approval any holder of Right Certificates in order (ia) to cure any ambiguity, (iib) to correct or supplement any provision contained herein which may be defective or inconsistent with any of other provisions herein, (iiic) to shorten or lengthen any time period hereunderhereunder (provided that any shortening of the time periods set forth in Section 23 hereof shall be effective only if there are Continuing Directors and shall require a majority of such Continuing Directors), or (ivd) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); PROVIDED, HOWEVER, that from and after the Distribution Date, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (c) of this sentence, (i) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable or (ii) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and the benefits to, the holders of Rights (so long as other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Prior to the dutiesDistribution Date, liabilities and indemnifications the interests of the holders of Rights Agent are not affected)shall be coincident with the interests of the holders of shares of Common Stock of the Company. Upon the delivery of a certificate from an appropriate officer of the Company or, so long as any Person is an Acquiring Person, from the majority of the Company's Board of Directors, which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement to the contrary, no supplement or Amendment shall be made which increases amendment to this Agreement that changes the period rights and duties of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption Agent under this Agreement will be effective without the consent of the holders of a majority of the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentAgent.

Supplements and Amendments. Subject Prior to the last Distribution Date and subject to the penultimate sentence of this Section 1827, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after the Distribution Date and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions provision herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that from and after the Distribution Date this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights (so long may be redeemed at such time as the duties, liabilities and indemnifications of the Rights Agent are not affected)then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything contained in this Agreement to the contrary, no supplement or Amendment amendment shall be made which increases reduces the period of time remaining until then effective Redemption Price or moves to an earlier date the Maturity Time or terminates then effective Final Expiration Date. Prior to the Rights or makes Distribution Date, the Rights subject to redemption without the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority Common Shares of the issued and outstanding Rights has been obtained with respect to such amendmentCompany.

Supplements and Amendments. Subject Prior to the last Distribution Date and subject to the penultimate sentence of this Section 1826, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares. From and after the Distribution Date and subject to the penultimate sentence of this Section 26, the Company and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunderhereunder (which lengthening or shortening, following the first occurrence of an event set forth in clauses (x) and (y) of the first proviso to Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors), or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Rights Certificates (so long other than an Acquiring Person or an Affiliate or Associate of such Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the duties, liabilities and indemnifications of the Rights Agent are not affected)then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1826, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything contained in this Agreement to the contrary, no supplement or Amendment amendment shall be made which increases changes the period Redemption Price, the Final Expiration Date, the Purchase Price or the number of time remaining until one one-hundredths of a share of Preferred Shares for which a Right is exercisable. Prior to the Maturity Time or terminates Distribution Date, the Rights or makes the Rights subject to redemption without the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentCommon Shares.

Supplements and Amendments. Subject Prior to the last Distribution Date and subject to the penultimate sentence of this Section 1827, the Company may, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Common Stock. From and after the Distribution Date and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which that may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement or amend the provisions hereunder in any manner which that the Company may deem desirable, which supplement necessary or amendment desirable and that shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Rights Certificates (so long other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the duties, liabilities and indemnifications of the Rights Agent are not affected)then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which that states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment. No supplement or amendment shall be made that changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which a Right is exercisable; provided, however, that at any time prior to the failure or refusal Distribution Date, the Board of Directors of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything in Company may amend this Agreement to increase the contraryPurchase Price or extend the Final Expiration Date. Prior to the Distribution Date, no supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentCommon Stock.

Supplements and Amendments. Subject The Company may from time to the last sentence of time supplement or amend this Section 18, if the Company so directs, Agreement (which supplement or amendment shall be evidenced by a writing signed by the Company and the Rights Agent shall supplement or amend this Agreement Agent) without the approval of any holders of Rights (i) Right Certificates in order to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten make any other provisions in regard to matters or lengthen any time period questions arising hereunder, or (iv) to supplement add, delete, modify or otherwise amend the provisions hereunder in any manner provision, which the Company may deem necessary or desirable, including without limitation extending the Final Expiration Date and, provided that at the time of such amendment or supplement the Distribution Date has not occurred, the period during which the Rights may be redeemed; provided, however, that, from and after such time as any Person becomes an Acquiring Person, any such amendment or supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not materially and adversely affect the interests of the holders of Rights (so long as Right Certificates. Without limiting the dutiesforegoing, liabilities and indemnifications the Board of the Rights Agent are not affected). Upon the delivery of a certificate from an officer Directors of the Company which states that may by resolution adopted at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the proposed supplement or Amendment is threshold set forth in compliance with the terms definitions of this Section 18, Acquiring Person and Distribution Date herein from 15% to a percentage not less than the Rights Agent shall execute such supplement or amendment; provided, however, that greater of (i) any percentage greater than the failure or refusal largest percentage of the Rights Agent outstanding Voting Shares then known to execute such supplement or amendment shall not affect the validity of Company to be beneficially owned by any supplement or amendment adopted by Person (other than the Company, any Subsidiary of which the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any trustee of or fiduciary with respect to any such plan when acting in such capacity), and (ii) 10% if the Board of Directors shall be effective in accordance with determine that a Person whose interests are adverse to the terms thereofCompany and its shareholders may seek to acquire control of the Company. Notwithstanding anything in this Agreement to the contrary, no supplement or Amendment shall be made which increases amendment that changes the period rights and duties of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent of the holders of a majority of the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if under this Agreement will be effective against the consent Rights Agent without the execution of such supplement or amendment by the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentAgent.

Supplements and Amendments. Subject Prior to the last sentence of this Section 18Distribution Date, the Company may, and the Rights Agent shall, if the Company so directs, the Company and the Rights Agent shall from time to time supplement or amend any provision of this Agreement as the Company may deem necessary or desirable without the approval of any holders of the Common Stock. Without limiting the foregoing, the Company may, at any time prior to such time as any Person becomes an Acquiring Person, amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof to not less than the greater of (a) the sum of .001% and the largest percentage of the outstanding shares of Common Stock then known by the Company to be beneficially owned by any Person (other than any Person that, on the date hereof, beneficially owns 15% or more of the shares of Common Stock of the Company outstanding as of the date hereof and other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding shares of Common Stock for or pursuant to the terms of any such plan) and (b) 10%. From and after the Distribution Date, the Company may, and the Rights Agent shall, if the Company so directs, from time to time supplement or amend any provision of this Agreement without the approval any holder of Right Certificates in order (ia) to cure any ambiguity, (iib) to correct or supplement any provision contained herein which may be defective or inconsistent with any of other provisions herein, (iiic) to shorten or lengthen any time period hereunder, or (ivd) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, however, that from and after the Distribution Date, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (c) of this sentence, (i) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable or (ii) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and the benefits to, the holders of Rights (so long as other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Prior to the dutiesDistribution Date, liabilities and indemnifications the interests of the holders of Rights Agent are not affected)shall be coincident with the interests of the holders of shares of Common Stock of the Company. Upon the delivery of a certificate from an appropriate officer of the Company or, so long as any Person is an Acquiring Person, from the majority of the Company's Board of Directors, which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement to the contrary, no supplement or Amendment shall be made which increases amendment to this Agreement that changes the period rights and duties of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption Agent under this Agreement will be effective without the consent of the holders of a majority of the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentAgent.

Supplements and Amendments. Subject to (a) Notwithstanding the last sentence provisions of this Section 18subsection (b) below, if the Warrant Agent may, without the consent or concurrence of the registered holders of the Warrants, enter into one or more supplemental agreements or amendments with the Company so directs, for the Company and the Rights Agent shall supplement or amend this Agreement without the approval purpose of any holders of Rights (i) evidencing the rights of Warrantholders upon consolidation, merger, sale, transfer or reclassification pursuant to Section 3.05 hereof, (ii) making any changes or corrections in this Agreement that are required to cure any ambiguity, (ii) to correct or supplement any provision contained herein which that may be defective or inconsistent with any other provisions hereinprovision herein or any clerical omission or mistake or manifest error herein contained, (iii) to shorten adding covenants for the benefit of the Warrantholders, (iv) surrendering any right or lengthen any time period hereunderpower conferred on the Company, or (ivv) making such other provisions in regard to supplement matters or amend the provisions hereunder in any manner which the Company may deem desirable, which supplement or amendment questions arising under this Agreement as shall not, in the good faith determination of the Board of Directors of the Company, not materially and adversely affect the interests of the holders of Rights the Warrants or shall not be inconsistent with this Agreement or any supplemental agreement or amendment. (so long as b) With the duties, liabilities and indemnifications consent of the Rights Agent are not affected). Upon the delivery registered holders of at least a certificate from an officer majority in number of the Warrants at the time outstanding, the Company which states that and the proposed supplement Warrant Agent may at any time and from time to time by supplemental agreement or Amendment is amendment add any provisions to or change in compliance with any manner or eliminate any of the terms provisions of this Section 18, Agreement or of any supplemental agreement or modify in any manner the Rights Agent shall execute such supplement or amendmentrights and obligations of the Warrantholders and of the Company; provided, however, that the failure or refusal of the Rights Agent to execute no such supplement supplemental agreement or amendment shall not affect the validity of any supplement or amendment adopted by the Companyshall, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement to the contrary, no supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent of the holders registered holder of a majority each outstanding Warrant affected thereby, (i) alter the provisions of this Agreement so as to affect adversely the terms upon which the Warrants are exercisable or otherwise impair or adversely affect the exercise rights of the issued and Warrantholders; (ii) reduce the number of Warrants outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent of whose holders is required for any such supplemental agreement, waiver or amendment; (iii) change the holders Expiration Date; (iv) except as provided in Article III, increase the Exercise Price or decrease the Share Number; or (v) impair the right to institute suit for the enforcement of a majority of the issued and outstanding Rights has been obtained any payment or delivery with respect to such amendmentthe settlement of any Warrant.

Supplements and Amendments. Subject Prior to the last sentence occurrence of this a -------------------------- Section 18, if the Company so directs11(a)(ii) Event, the Company and the Rights Agent shall shall, if the Board of Directors of the Company so directs, supplement or amend any provision of this Agreement as the Board of Directors of the Company may deem necessary or desirable without the approval of any holders of certificates representing shares of Common Stock of the Company. From and after the occurrence of a Section 11(a)(ii) Event, the Company and the Rights Agent shall, if the Board of Directors of the Company so directs, supplement or amend this Agreement without the approval of any holders holder of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement or amend the provisions hereunder hereof in any manner which the Company may deem desirable, which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person, Adverse Person or any Affiliate or Associate of an Acquiring Person or Adverse Person); provided, however, that from and after the occurrence of a Section -------- ------- 11 (a) (ii) Event this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and the benefits to, the holders of Rights (so long as other than an Acquiring Person, Adverse Person or any Affiliate or Associate of an Acquiring Person or Adverse Person). Without limiting the dutiesforegoing, liabilities the Company may at any time prior to the occurrence of a Section 11(a)(ii) Event amend this Agreement to lower the threshold set forth in Section 1(a) to not less than the greater of (i) the sum of .001% and indemnifications the largest percentage of the Rights Agent are not affected)outstanding Common Stock of the Company then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any entity holding Common Stock of the Company for or pursuant to the terms of any such plan) and (ii) 10%. Upon the delivery of a such certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement Prior to the contraryoccurrence of a Section 11(a)(ii) Event, no supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority Common Stock of the issued and outstanding Company. Notwithstanding any other provision hereof, the Rights has been Agent's consent must be obtained with respect regarding any amendment or supplement pursuant to such amendmentthis Section 27 which alters the Rights Agent's rights or duties.

Supplements and Amendments. Subject Prior to the last sentence of this Section 18Distribution Date, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any hold ers of certificates representing shares of Common Stock. From and after the Distribution Date, the Company may and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunderhereun der, or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or ▇▇▇▇▇ able and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Rights Certificates (so long as other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); pro vided, however, that this Agreement may not be supplemented or amended to lengthen any time period hereunder, pursuant to clause (iii) of this sentence, unless such lengthening is for the dutiespurpose of protecting, liabilities and indemnifications enhancing or clarifying the rights of, and/or the benefits to, the holders of the Rights Agent are not affected)Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1826, the Rights Agent shall execute such supplement or amendment; provided. Prior to the Distribution Date, however, that the failure or refusal interests of the holders of Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance deemed coincident with the terms thereofinterests of the holders of Common Stock. Notwithstanding anything in this Agreement herein to the contrary, no supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent of the holders of a majority of the issued and outstanding Rights, and this Agreement may not be amended in any respect upon the agreement of the Company, the Spin-Off Entity and at a time when the Rights Agent if the consent of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentare not redeemable.

Supplements and Amendments. Subject Prior to the last Distribution Date and subject to the penultimate sentence of this Section 18, if the Company so directs26, the Company and the Rights Agent shall shall, if the Board so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Common Stock of the Company. From and after the Distribution Date and subject to the penultimate sentence of this Section 26, the Company and the Rights Agent shall, if the Board so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, hereunder or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Rights Certificates (so long other than an Acquiring Person or any Affiliate or Associate of any Acquiring Person), provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the duties, liabilities and indemnifications of the Rights Agent are not affectedthen redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1826, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything contained in this Agreement to the contrary, no supplement or Amendment amendment shall be made which increases changes the period Redemption Price, the Final Expiration Date, the Purchase Price or the number of one one-hundredths of a share of Preferred Stock for which a Right is exercisable; provided, however, that at any time remaining until prior to (x) the Maturity Time existence of an Acquiring Person or terminates (y) the Rights date that a tender or makes exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the Rights subject meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act if upon consummation thereof such Person would be an Acquiring Person, the Board may amend this Agreement to redemption without increase the consent Purchase Price or extend the Final Expiration Date. Prior to the Distribution Date, the interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority Common Stock of the issued and outstanding Rights has been obtained with respect to such amendmentCompany.

Supplements and Amendments. Subject (a) Prior to the last sentence of this Section 18Distribution Date and subject to subsection (f), the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Common Stock. (b) From and after the Distribution Date and subject to subsection (f), the Company and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights in order: (i) to cure any ambiguity, , (ii) to correct or supplement any provision contained herein which that may be defective or inconsistent with any other provisions herein, , (iii) to shorten or lengthen any time period hereunderhereunder (which lengthening or shortening, following the first occurrence of an event set forth in clauses (i) or (ii) of the first sentence to Section 23(a), shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors), or (iv) to change or supplement or amend the provisions hereunder in any manner which that the Company may deem desirable, which supplement deems necessary or amendment shall not, in the good faith determination of the Board of Directors of the Company, desirable and that does not adversely affect the interests of the holders of Rights Certificates (so long other than any Acquiring Person). (c) This Agreement may not be supplemented or amended to lengthen, pursuant to subsection (b)(iii): (i) a time period relating to when the Rights may be redeemed at such time as the duties, liabilities and indemnifications of the Rights Agent are not affected). then redeemable, or (ii) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. (d) Without limiting the other provisions of this section, the Company may at any time or from time to time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 1(i) to not less than 10%. (e) Upon the delivery of a certificate from an appropriate officer of the Company which states stating that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. . (f) Notwithstanding anything in this Agreement to the contrary, no supplement or Amendment amendment shall be made pursuant to this Section 27 that changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which increases a Right is exercisable. (g) Prior to the period of time remaining until Distribution Date, the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentCommon Stock.

Supplements and Amendments. Subject At any time prior to the last sentence of this Section 18Final -------------------------- Amendment Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Common Stock. From and after the Final Amendment Date, the Company and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunderhereunder (which lengthening or shortening, following the first occurrence of an event set forth in the second proviso of the first sentence of Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors) or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Rights Certificates (so long other than an Acquiring Person, an Adverse Person or an Affiliate or Associate of such Person); provided, however, that this Agreement may not be supplemented or -------- ------- amended, pursuant to clause (iii) of this sentence, to lengthen (A) a time period relating to when the Rights may be redeemed at such time as the duties, liabilities and indemnifications of the Rights Agent are not affectedthen redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of or the benefits to the holders of Rights (other than any Acquiring Person, an Adverse Person or an Associate or Affiliate of such Person). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement Prior to the contraryDistribution Date, no supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentCompany Securities.

Supplements and Amendments. Subject Prior to the last sentence occurrence of this a Section 18, if the Company so directs11(a)(ii) Event, the Company and the Rights Agent shall shall, if the Board of Directors of the Company so directs, supplement or amend any provision of this Agreement as the Board of Directors of the Company may deem necessary or desirable without the approval of any holders of certificates representing shares of Common Stock or Series A Preferred Stock of the Company. From and after the occurrence of a Section 11(a)(ii) Event, the Company and the Rights Agent shall, if the Board of Directors of the Company so directs, supplement or amend this Agreement without the approval of any holders holder of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement or amend the provisions hereunder hereof in any manner which the Company may deem desirable, which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person); provided, however, that from and after the occurrence of a Section 11(a)(ii) Event this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and the benefits to, the holders of Rights (so long as the duties, liabilities and indemnifications other than an Acquiring Person or any Affiliate or Associate of the Rights Agent are not affectedan Acquiring Person). Upon the delivery of a such certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the and any failure or refusal of the Rights Agent to so execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted the actions taken by the Company, any Board of which shall be effective in accordance with Directors of the terms thereofCompany pursuant to this Section 27. Notwithstanding anything in this Agreement Prior to the contraryoccurrence of a Section 11(a)(ii) Event, no supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority Common Stock or Series A Preferred Stock of the issued and outstanding Company. Notwithstanding any other provision hereof, the Rights has been Agent’s consent must be obtained with respect regarding any amendment or supplement pursuant to such amendmentthis Section 27 which alters the Rights Agent’s rights or duties.

Supplements and Amendments. Subject The Company may from time to the last sentence of this Section 18, if the Company so directs, the Company and the Rights Agent shall time -------------------------- supplement or amend this Rights Agreement without the approval of any holders of Rights Right Certificates in order (ia) to cure any ambiguity, (iib) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iiic) to shorten or lengthen any time period hereunderhereunder (including without limitation to extend the Final Expiration Date), (d) increase or decrease the Purchase Price, or (ive) to change or supplement or amend the provisions hereunder in any manner which the Company may deem necessary or desirable; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Rights Agreement shall not be amended in any manner which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, would adversely affect the interests of the holders of Rights; provided further that this Rights Agreement may not be supplemented or amended to lengthen pursuant to clause (so long c) of this sentence, (A) the time period relating to the when the Rights may be redeemed at such time as the dutiesRights are not then redeemable, liabilities and indemnifications or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of the Rights; provided further that the Company shall have the right to make unilaterally any changes necessary to facilitate the appointment of a successor Rights Agent are Agent, which such changes shall be set forth in a writing by the Company or by the Company and such successor Rights Agent. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Rights Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not affected)less than the greater of (i) any percentage greater than the largest percentage of the Voting Power of the Company then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, or any employee benefit plan or compensation arrangement of the Company or any Subsidiary of the Company, and any entity holding securities of the Company to the extent organized, appointed or established by the Company or any such Subsidiary for or pursuant to the terms of any such employee benefit plan or compensation arrangement) together with all Affiliates and Associates of such Person and (ii) 10%. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827 and such supplement or amendment does not increase the Rights Agent's duties, liabilities or obligations, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement to the contrary, no supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent of the holders of a majority of the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendment.

Supplements and Amendments. Subject Prior to the last Distribution Date and subject to the penultimate sentence of this Section 1827, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after the Distribution Date and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order to (ia) to cure any ambiguity, (iib) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions provision herein, (iiic) to shorten or lengthen any time period hereunder, or (ivd) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that from and after the Distribution Date this Agreement may not be supplemented or amended to lengthen, pursuant to clause (c) of this sentence, (i) a time period relating to when the Rights (so long may be redeemed at such time as the duties, liabilities and indemnifications of the Rights Agent are not affected)then redeemable, or (ii) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, provided that such supplement or amendment does not adversely affect the failure rights or refusal obligations of the Rights Agent to execute such supplement under Section 18 or amendment shall not affect the validity Section 20 of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereofthis Rights Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or Amendment amendment shall be made which increases reduces the period of time remaining until then effective Redemption Price or moves to an earlier date the Maturity Time or terminates then effective Final Expiration Date. Prior to the Rights or makes Distribution Date, the Rights subject to redemption without the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentCommon Shares.

Supplements and Amendments. Subject Prior to the last -------------------------- Distribution Date and subject to the penultimate sentence of this Section 1827, the Company may (acting by at least a majority of the Continuing Directors), and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Common Stock. From and after the Distribution Date and subject to the penultimate sentence of this Section 27, the Company may (acting by at least a majority of the Continuing Directors), and the Rights Agent shall at any time and from time to time, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Rights Certificates (so long other than an Acquiring Person or an Affiliate or Associate of any such Person); provided, however, that this Agreement may not be supplemented or -------- ------- amended to lengthen (A) a time period relating to when the Rights may be redeemed at such time as the duties, liabilities and indemnifications of the Rights Agent are not affectedthen redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than an Acquiring Person or an Affiliate or Associate of any such Person). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything contained in this Agreement to the contrary, no supplement or Amendment amendment shall be made which increases changes the period Redemption Price, the Final Expiration Date, the Purchase Price or the number of time remaining until shares of Common Stock for which a Right is exercisable. Prior to the Maturity Time or terminates Distribution Date, the Rights or makes the Rights subject to redemption without the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority shares of the issued and outstanding Rights has been obtained with respect to such amendmentCommon Stock.

Supplements and Amendments. Subject Prior to the last Distribution Date and subject to the penultimate sentence of this Section 1826, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Common Stock; provided, however, that any supplement or amendment of this Agreement after the Stock Acquisition Date or after the date on which the Board determines, in accordance with the criteria set forth in Section 1(d) of this Agreement, that a Person is an Adverse Person, must be approved by a majority of the Disinterested Directors. From and after the Distribution Date and subject to the penultimate sentence of this Section 26, the Company and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Rights Certificates (so long as the duties, liabilities and indemnifications other than an Acquiring Person or an Adverse Person or an Affiliate or Associate of the Rights Agent are not affectedsuch Person). Upon Notwithstanding the delivery of a certificate from an officer of the Company which states that the proposed supplement or Amendment is in compliance with the terms foregoing provisions of this Section 1826, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement to the contrary, no supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent of the holders of a majority of the issued and outstanding Rights, and this Agreement may not be amended in any respect upon the agreement supplemented or amended: to lengthen, pursuant to clause (iii) of the Companypreceding sentence, the Spin-Off Entity and (A) a time period relating to when the Rights Agent if may be redeemed at such time as the consent of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendment.are not then redeemable, or

Supplements and Amendments. Subject BAM may from time to the last sentence of this Section 18time, if the Company so directs, the Company and the Rights Agent shall shall, if BAM so directs, supplement or amend this Agreement without the approval of any holders of Rights (i) Class A Shareholder in order to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereundermake modifications necessary to reflect changes in applicable law, including, without limitation, tax law, or (iv) to supplement make any other change, in each case, provided that such change, amendment, modification or amend the provisions supplementation does not adversely affect any Class A Shareholder or its rights hereunder in any manner respect. Except as set forth in the immediately preceding sentence or as otherwise contemplated by Section 4(a)(i) or Section 14(b) with respect to updates to Exhibits B-1 and B-2, any amendment or modification to this Agreement shall require (a) pursuant to a consent request duly conducted by, and at the expense of, BAM or (b) at a duly called annual or special meeting of the Company’s stockholders, (i) prior to the second (2nd) anniversary of the date of the first issuance of Class A Stock, the affirmative consent or vote, as applicable, of holders of at least two-thirds of the outstanding shares of Class A Stock not held by BAM, BPY or their controlled Affiliates, voting as a class, and the approval of a majority of the independent directors (within the meaning of the listing standards of the securities exchange on which the Company’s securities may then be listed) of the Company and (ii) from and after the second (2nd) anniversary of the date of the first issuance of Class A Stock, either (x) the affirmative consent or vote, as applicable, of holders of a majority of the outstanding shares of Class A Stock not held by BAM, BPY or their controlled Affiliates, voting as a class, and the approval of a majority of the independent directors (within the meaning of the listing standards of the securities exchange on which the Company’s securities may deem desirablethen be listed) of the Company or (y) the affirmative consent or vote, which as applicable, of holders of at least two-thirds of the outstanding shares of Class A Stock not held by BAM, BPY or their controlled Affiliates, voting as a class. Any supplement or amendment authorized by this Section 17 shall not, in the good faith determination of the Board of Directors of the Company, adversely affect the interests of the holders of Rights (so long as the duties, liabilities be evidenced by a writing signed by BAM and indemnifications of the Rights Agent are not affected). Upon the delivery of a certificate from an officer of the Company which states that the proposed supplement or Amendment is in compliance with the terms of this Section 18, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereofAgent. Notwithstanding anything in this Agreement to the contrary, no supplement or Amendment shall be made which increases amendment that changes the period rights and duties of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent of the holders of a majority of the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if under this Agreement will be effective against the consent Rights Agent without the execution of such supplement or amendment by the holders Rights Agent. In executing any amendment or supplement contemplated hereby, the Rights Agent shall be provided with, and shall be entitled to conclusively and exclusively rely upon, an opinion of a majority counsel (which may be counsel to BAM) stating that the execution of such amendment or supplement is authorized or permitted by this Agreement and all conditions precedent to the issued execution and outstanding Rights has delivery thereof have been obtained with respect to such amendmentduly satisfied or waived.

Supplements and Amendments. Subject Prior to the last __________________________ Distribution Date and subject to the penultimate sentence of this Section 1826, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Common Stock. From and after the Distribution Date and subject to the penultimate sentence of this Section 26, the Company and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Rights Certificates (so long other than an Acquiring Person or an Affiliate or Associate of any such Person); provided, this Agreement may not be supplemented or ________ amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the duties, liabilities and indemnifications of the Rights Agent are not affected)then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1826, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything contained in this Agreement to the contrary, no supplement or Amendment amendment shall be made which increases changes the period Redemption Price, the Final Expiration Date, the Purchase Price (except as provided in Sections 11(a)(iii) or 11(a)(iv) hereof) or the number of time remaining until one one-hundredths of a share of Preferred Stock for which a Right is exercisable. Prior to the Maturity Time or terminates Distribution Date, the Rights or makes the Rights subject to redemption without the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority of Common Stock. Notwithstanding any other provision hereof, the issued and outstanding Rights has been Agent's consent must be obtained with respect regarding any amendment or supplement pursuant to such amendmentthis Section 26 which alters the Rights Agent's rights or duties.

Supplements and Amendments. Subject Prior to the last Stock Acquisition -------------------------- Date and except as provided in the third sentence of this Section 1827, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of the Rights or the Common Stock. From and after the Stock Acquisition Date, the Company may and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights in order to (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, or (iii) to shorten change or lengthen any time period hereunder, or (iv) to supplement or amend the provisions hereunder in any manner which the Company may deem necessary or desirable; provided, which that no such supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, adversely affect the interests of the holders of Rights (so long as other than any interest of an Acquiring Person or an Affiliate or Associate of an Acquiring Person). Notwithstanding anything contained in this Agreement to the dutiescontrary, liabilities and indemnifications this Agreement may be supplemented or amended only with the approval of a majority of the then Continuing Directors in the following circumstances described in clauses (i) and (ii): (i) during the one-year period after any date of a change (resulting from a proxy or consent solicitation) in a majority of the Board of Directors of the Company in office at the commencement of such solicitation, or (ii) on or after the time that a Person becomes an Acquiring Person. Prior to the Distribution Date, the interests of the holders of Rights Agent are not affected)shall be deemed coincident with the interests of the holders of Common Stock. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement to the contrary, no supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent of the holders of a majority of the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendment.

Supplements and Amendments. Subject Prior to the last Distribution Date and subject to the penultimate sentence of this Section 1827, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Common Stock. From and after the Distribution Date and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Rights Certificates (so long other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the duties, liabilities and indemnifications of the Rights Agent are not affected)then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything contained in this Agreement to the contrary, no supplement (1) at any time after the time a person becomes an Acquiring Person, this Agreement may be supplemented or Amendment shall be made which increases amended only if (A) there is at least one Continuing Director then in office and (B) the period Board of time remaining until Directors, with the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent of the holders concurrence of a majority of the issued Continuing Directors then in office, determines that such supplement or amendment is, in their judgment, in the best interests of the Company and outstanding Rightsits stockholders, and (2) no supplement or amendment shall be made which changes the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement may be amended in any respect upon Agreement) or provides for an earlier Final Expiration Date. Prior to the agreement of the CompanyDistribution Date, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority Rights shall be deemed coincident with the interests of the issued and outstanding Rights has been obtained with respect to such amendmentholders of Common Shares.

Supplements and Amendments. Subject Prior to the last sentence of this Section 18Distribution Date, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Company Common Stock. From and after the Distribution Date, the Company may and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, hereunder or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Rights Certificates (so long other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, however, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) subject to Section 28, a time period relating to when the Rights may be redeemed at such time as the duties, liabilities and indemnifications of the Rights Agent are not affected)then redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company or, so long as any Person is an Acquiring Person hereunder, from the majority of the Board of Directors which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1826, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement Prior to the contraryDistribution Date, no supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentCompany Common Stock.

Supplements and Amendments. Subject Prior to such time as any Person becomes an Acquiring Person and subject to the last penultimate sentence of this Section 1827, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 20% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions provision herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that from and after such time as any Person becomes an Acquiring Person this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights (so long may be redeemed at such time as the duties, liabilities and indemnifications of the Rights Agent are not affected)then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything contained in this Agreement to the contrary, no supplement or Amendment amendment shall be made which increases that changes the period of time remaining until Redemption Price or moves to an earlier date the Maturity Time or terminates then effective Final Expiration Date. Prior to the Rights or makes Distribution Date, the Rights subject to redemption without the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority Common Shares of the issued and outstanding Rights has been obtained with respect to such amendmentCompany.

Supplements and Amendments. Subject (a) Except as otherwise provided in this Section 27, for so long as the Rights are then redeemable, the Company, by action of the Board of Directors in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, may from time to the last sentence time supplement or amend any provision of this Agreement (including, without limitation, any extension of the period in which the Rights may be redeemed, any increase in the Purchase Price and any extension of the Final Expiration Date) without the approval of any holders of Rights; provided, however, that the adoption by the Board of Directors of any amendment to this Agreement that extends the Final Expiration Date shall be submitted for ratification by the Company’s stockholders within one year of the date of the adoption of such an amendment. At any time when the Rights are no longer redeemable, except as otherwise provided in this Section 1827, the Company may, and the Rights Agent shall, if the Company so directs, the Company and the Rights Agent shall supplement or amend this Agreement without the approval of any holders of Rights in order to (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which that may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement or amend the provisions hereunder in any manner which that the Company may deem necessary or desirable, which supplement provided, however, that this Agreement may not be supplemented or amendment shall notamended to lengthen, in pursuant to clause (iii) of this sentence, (A) a time period relating to when the good faith determination Rights may be redeemed, or modify the ability (or inability) of the Board of Directors to redeem the Rights, in either case at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the Companyrights of, and/or benefits to, the holders of Rights as such (other than Rights that have become null and void pursuant to Section 7(e) hereof), and provided, further, that no such supplement or amendment pursuant to this sentence shall adversely affect the interests of the holders of Rights (so long as the duties, liabilities and indemnifications of the Rights Agent are not affectedas such (other than Rights that have become null and void pursuant to Section 7(e) hereof). Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which decreases the Redemption Price. (b) Upon the delivery of a certificate from an appropriate officer of the Company which that states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such no supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement to the contrary, no supplement or Amendment shall may be made which increases the period of time remaining until the Maturity Time to Sections 18, 19, 20, or terminates the Rights or makes the Rights subject to redemption 21 hereof without the consent of the holders of a majority of Rights Agent. Prior to the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the CompanyDistribution Date, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority Rights shall be deemed coincident with the interests of the issued holders of Common Stock. 3. Section 29(d) of the Rights Agreement is amended and outstanding Rights has been obtained with respect to such amendment.restated in its entirety as follows:

Supplements and Amendments. Subject to the last sentence of this Section 18, if the The Company so directs, the Company may (and the Rights Agent shall at the direction of the Company) from time to time supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) at any time, to cure any ambiguity, (iii) at any time, to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iiii) prior to shorten the Distribution Date, to change or lengthen supplement any time period hereunder, or (iv) to supplement or amend of the provisions hereunder hereof in any manner which the Company may deem desirablenecessary or desirable (including, but without any limitation, changing the percentage of ownership of Common Shares at which a Person becomes an Acquiring Person, the Distribution Date, the time for redemption of Rights or the time for, or limits on, amendment of this Agreement) or (i) after the Distribution Date, to change or supplement the provisions hereof in any manner which the Company may deem necessary or amendment desirable and which shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Rights (so long as the duties, liabilities and indemnifications of the Rights Agent are not affectedCertificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent. Upon the delivery of a certificate from an appropriate officer of the Company which and, if requested by the Rights Agent, an opinion of counsel, that states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827 and, provided such supplement or amendment does not change or increase the Rights Agent’s rights, duties, liabilities or obligations hereunder, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement to the contrary, no supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent of the holders of a majority of the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendment.

Supplements and Amendments. Subject The Company may from time to the last sentence of this Section 18, if the Company so directs, the Company and the Rights Agent shall time supplement or amend this Rights Agreement without the approval of any holders of Rights Right Certificates in order (ia) to cure any ambiguity, (iib) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iiic) to shorten or lengthen any time period hereunderhereunder (including without limitation to extend the Final Expiration Date), (d) increase or decrease the Purchase Price, or (ive) to change or supplement or amend the provisions hereunder in any manner which the Company may deem necessary or desirable; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Rights Agreement shall not be amended in any manner which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, would adversely affect the interests of the holders of Rights; provided further that this Rights Agreement may not be supplemented or amended to lengthen pursuant to clause (so long c) of this sentence, (A) the time period relating to the when the Rights may be redeemed at such time as the dutiesRights are not then redeemable, liabilities and indemnifications or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of the Rights; provided further that the Company shall have the right to make unilaterally any changes necessary to facilitate the appointment of a successor Rights Agent are Agent, which such changes shall be set forth in a writing by the Company or by the Company and such successor Rights Agent. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Rights Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not affected)less than the greater of (i) any percentage greater than the largest percentage of the Voting Power of the Company then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, or any employee benefit plan or compensation arrangement of the Company or any Subsidiary of the Company, and any entity holding securities of the Company to the extent organized, appointed or established by the Company or any such Subsidiary for or pursuant to the terms of any such employee benefit plan or compensation arrangement) together with all Affiliates and Associates of such Person and (ii) 10%. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement to the contrary, no supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent of the holders of a majority of the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendment.

Supplements and Amendments. Subject (a) At any time prior to the last sentence Stock Acquisition Date, a majority of this Section 18, if the Board of Directors of the Company so directsmay, the Company and the Rights Agent shall shall, if so directed, supplement or amend any provision of this Agreement Agreement, including, without limitation, the Beneficial Ownership percent as set forth in Section 1 at which a Person becomes an Acquiring Person, the definition of Exempt Person as set forth in Section 1 to include any Person in addition to the Persons described therein, and, to the extent permitted by applicable law, the number, designation, preferences and rights of shares of the Preferred Stock as set forth in Exhibit A without the approval of any holders of Rights Rights. (b) Except as otherwise provided in Section 26(c): (1) The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) to cure any ambiguity, interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to correct redeem or not redeem the Rights, to exchange or not exchange the Rights for Common Stock, or to amend or supplement any provision contained herein this Agreement). (2) All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which may be defective are done or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to supplement or amend the provisions hereunder in any manner which the Company may deem desirable, which supplement or amendment shall not, in the good faith determination of made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other Persons and (y) not subject the Board of Directors of the Company to any liability to the holders of the Rights. (c) From and after the Stock Acquisition Date: (1) No amendment or other change shall be made in this Agreement or the terms of the Rights which is inconsistent with the provisions set forth in Section 11(j) or Section 13(e) or which would otherwise adversely affect the interests of the holders of Rights Certificates (so long as the duties, liabilities and indemnifications of other than an Acquiring Person or any other Person in whose hands the Rights Agent are not affectedvoid under the provisions of Section 7(e)). Upon Notwithstanding the delivery of a certificate from an officer of the Company which states that the proposed supplement or Amendment is in compliance with the terms of this Section 18foregoing, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement to the contrary, no supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent of the holders of a majority of the issued and outstanding RightsBoard of Directors may, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent shall, if so directed, amend this Agreement prior to the consent Stock Acquisition Date effective upon the Stock Acquisition Date. (2) The Board of Directors of the holders Company shall not be entitled to exercise the powers specified in Section 26(b) after the Stock Acquisition Date unless the Board of a majority of Directors can establish by clear and convincing evidence that its action satisfies the issued and outstanding Rights has been obtained with respect to such amendmentrequirement in Section 26(c)(1).

Supplements and Amendments. Subject The Company may from time to the last sentence of this Section 18, if the Company so directs, the Company and the Rights Agent shall time supplement or amend this Agreement without the approval of any holders holder of Rights (i) Rights, subject to the other terms and conditions of this Agreement, in order to cure any ambiguity, (ii) to correct or supplement any provision contained herein which that may be defective or inconsistent with any other provision or provisions herein, (iii) to shorten or lengthen any time period hereunderhereunder or to make, amend or (iv) delete any other provisions with respect to supplement or amend the provisions hereunder in any manner which Rights that the Company may deem necessary or desirable, which any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that, from and after such time as any Person becomes an Acquiring Person, this Agreement shall not, not be amended in the good faith determination of the Board of Directors of the Company, any manner that would adversely affect the interests of the holders of Rights Rights. Without limiting the foregoing, the Company may, at any time prior to such time as any Person becomes an Acquiring Person, amend this Agreement to (so long A) make the provisions of this Agreement inapplicable to a particular transaction by which a Person would otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction, or (B) lower the duties, liabilities thresholds set forth in Section 1(a) and indemnifications Section 3(a) to not less than 10% or more of the Rights Agent are not affectedshares of Common Stock then outstanding (the “Reduced Threshold”); provided, however, that no Person who Beneficially Owns a number of shares of Common Stock equal to or greater than the Reduced Threshold shall become an Acquiring Person because of such Amendment unless such Person, after the public announcement of the Reduced Threshold, purchases one or more additional shares of Common Stock such that its Beneficial Ownership of the then outstanding shares of Common Stock is equal to or greater than the greater of (x) the Reduced Threshold or (y) the lowest Beneficial Ownership of such Person as a percentage of the shares of Common Stock outstanding as of any date on or after the date of the public announcement of such Reduced Threshold. Upon the delivery of a certificate from an appropriate officer of the Company which and, if requested by the Rights Agent, an opinion of counsel, that states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything contained in this Agreement to the contrary, no the Rights Agent may, but shall not be obligated to, enter into any supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates amendment that affects the Rights Agent’s own rights, duties, obligations or makes immunities under this Agreement. Prior to the Rights subject to redemption without Distribution Time, the consent interests of the holders of a majority of the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if shall be deemed coincident with the consent interests of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentCommon Stock.

Supplements and Amendments. Subject Prior to the last Exercisability Date and subject to the penultimate sentence of this Section 1827, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Common Stock. From and after the Exercisability Date and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order: (i) to cure any ambiguity, ; (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, ; (iii) to shorten or lengthen any time period hereunder, or ; or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirablenecessary or desirable and which shall be consistent with, which supplement or amendment shall notand for the purpose of fulfilling, in the good faith determination objectives of the Board in adopting this Agreement, including any change in the number or class of Directors shares of capital stock of the CompanyCompany for which the Rights are potentially exercisable prior to a Triggering Event; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended in any manner which would adversely affect the interests of the holders of Rights; and provided, further, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence (A) subject to Section 31 hereof, a time period relating to when the Rights (so long may be redeemed at such time as the duties, liabilities and indemnifications of the Rights Agent are not affected)then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to change the Exercise Price hereunder. Upon the delivery of a certificate from an appropriate officer of the Company or, so long as any Person is an Acquiring Person hereunder, from the majority of the Board of Directors, which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything contained in this Agreement to the contrary, no supplement or Amendment amendment which changes the rights and duties of the Rights Agent under this Agreement shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption effective without the consent of the holders Rights Agent, and no supplement or amendment shall be made which changes the Redemption Price, the Exercise Price, the Expiration Date or the number of shares of Common Stock (or other securities) for which a Right is exercisable without the approval of a majority of the issued and outstanding Rights, and this Agreement may be amended in any respect upon Board of Directors. Prior to the agreement of the CompanyExercisability Date, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority Rights shall be deemed coincident with the interests of the issued and outstanding Rights has been obtained with respect to such amendmentholders of Common Stock.

Supplements and Amendments. Subject The Company may from time to the last sentence of this Section 18, if the Company so directs, the Company and the Rights Agent shall time supplement or amend this Rights Agreement without the approval of any holders of Rights Right Certificates in order (ia) to cure any ambiguity, (iib) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iiic) to shorten or lengthen any time period hereunderhereunder (including without limitation to extend the Final Expiration Date), (d) increase or decrease the Purchase Price, or (ive) to change or supplement or amend the provisions hereunder in any manner which the Company may deem necessary or desirable; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Rights Agreement shall not be amended in any manner which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, would adversely affect the interests of the holders of Rights; provided further that this Rights Agreement may not be supplemented or amended to lengthen pursuant to clause (so long c) of this sentence, (A) the time period relating to the when the Rights may be redeemed at such time as the dutiesRights are not then redeemable, liabilities and indemnifications or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of the Rights; provided further that the Company shall have the right to make unilaterally any changes necessary to facilitate the appointment of a successor Rights Agent are Agent, which such changes shall be set forth in a writing by the Company or by the Company and such successor Rights Agent. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Rights Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not affected)less than the greater of (i) any percentage greater than the largest percentage of the Voting Power of the Company then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, or any employee benefit plan or compensation arrangement of the Company or any Subsidiary of the Company, and any entity holding securities of the Company to the extent organized, appointed or established by the Company or any such Subsidiary for or pursuant to the terms of any such employee benefit plan or compensation arrangement) together with all Affiliates and Associates of such Person and (ii) 10%. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, and provided that such supplement or amendment does not increase the Rights Agent's rights, duties, liabilities or obligations, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement to the contrary, no supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent of the holders of a majority of the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendment.

Supplements and Amendments. Subject Prior to the last Distribution Date and subject to the penultimate sentence of this Section 18, if the Company so directs27, the Company and the Rights Agent shall shall, if the Board so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Common Stock of the Company. From and after the Distribution Date and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Board so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, hereunder or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Rights Certificates (so long other than an Acquiring Person or any Affiliate or Associate of any Acquiring Person), provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the duties, liabilities and indemnifications of the Rights Agent are not affectedthen redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything contained in this Agreement to the contrary, no supplement or Amendment amendment shall be made which increases changes the period Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which a Right is exercisable; provided, however, that at any time remaining until prior to (x) the Maturity Time existence of an Acquiring Person or terminates (y) the Rights date that a tender or makes exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the Rights subject meaning of Rule 14d- 2(a) of the General Rules and Regulations under the Exchange Act if upon consummation thereof such Person would be an Acquiring Person, the Board may amend this Agreement to redemption without increase the consent Purchase Price or extend the Final Expiration Date. Prior to the Distribution Date, the interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority Common Stock of the issued and outstanding Rights has been obtained with respect to such amendmentCompany.

Supplements and Amendments. Subject Prior to the last Distribution Date and subject to the penultimate sentence of this Section 1826, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Common Stock. From and after the Distribution Date and subject to the penultimate sentence of this Section 26, the Company and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Rights Certificates (so long other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the duties, liabilities and indemnifications of the Rights Agent are not affected)then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1826, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything contained in this Agreement to the contrary, no supplement or Amendment amendment shall be made which increases changes the period Redemption Price, the Final Expiration Date, the Purchase Price or the number of one one-thousandths of a share of Preferred Stock for which a Right is exercisable; provided, however, that at any time remaining until prior to (i) the Maturity Time Stock Acquisition Date or terminates (ii) the Rights date that a tender or makes exchange offer by any Person (other than the Rights subject Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to redemption without the consent terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15 % or more of the shares of Common Stock then outstanding and if at the time of any amendment or supplement such tender or exchange offer has not expired or been terminated, the Board of Directors of the Company may amend this Agreement to increase the Purchase Price or extend the Final Expiration Date. Prior to the Distribution Date, the interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentCommon Stock.

Supplements and Amendments. Subject Prior to the last sentence of this Section 18Rights Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Common Stock. For any holder, and after the Rights Distribution Date, the Company and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, hereunder or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem necessary or desirable, provided that no such amendment or supplement shall be made which supplement (v) changes the Redemption Price, the Final Expiration Date, the Purchase Price or amendment shall not, the number of shares (in the good faith determination one one-hundredth (.01) of the Board a share increments) of Directors of the Company, Series A Preferred Stock for which a Right is exercisable or (y) adversely affect affects the interests of the holders of Rights Certificates (so long other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, however, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed (x) at such time as the dutiesRights are not then redeemable, liabilities and indemnifications or (y) without the approval of a majority of the Rights Agent are not affected)Continuing Directors, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company or, so long as there is an Acquiring Person hereunder, from a majority of the Continuing Directors, which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of . Prior to the Rights Agent to execute such supplement or amendment shall not affect Distribution Date, the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement to the contrary, no supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentCommon Stock.

Supplements and Amendments. Subject For so long as the Rights are then redeemable and subject to the last penultimate sentence of this Section 18, if the Company so directs26, the Company and the Rights Agent shall shall, if the Board so directs, supplement or amend any provision of this Agreement without the approval of any holders of shares of Common Stock; provided, however, that the Board may not extend the Final Expiration Date without the approval by stockholders of the Company by a vote of the majority of the shares present and entitled to vote at a meeting duly called and held to consider such matter. At any time when the Rights are not then redeemable and subject to the penultimate sentence of this Section 26, the Company and the Rights Agent shall, if the Board so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, hereunder or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Rights Certificates (so long other than an Acquiring Person or an Associate or Affiliate of an Acquiring Person); provided, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed or to modify the ability (or inability) of the Board to redeem the Rights, in either case at such time as the duties, liabilities and indemnifications of the Rights Agent are not affectedthen redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, or the benefits to, the holders of Rights (other than an Acquiring Person or an Associate or Affiliate of an Acquiring Person). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1826, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything contained in this Agreement to the contrary, no supplement or Amendment amendment shall be made which increases changes the period redemption price of time remaining until the Maturity Time or terminates Rights. Prior to the Rights or makes Distribution Date, the Rights subject to redemption without the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority Common Stock of the issued and outstanding Rights has been obtained with respect to such amendmentCompany.

Supplements and Amendments. Subject Prior to the last Distribution Date and subject to the penultimate sentence of this Section 18, if the Company so directs26, the Company and the Rights Agent shall shall, if the Board so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares of the Company. From and after the Distribution Date and subject to the penultimate sentence of this Section 26, the Company and the Rights Agent shall, if the Board so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunderhereunder (which shortening or lengthening, after the Stock Acquisition Date, shall require the concurrence of a majority of such Continuing Trustees) or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Rights Certificates (so long other than an Acquiring Person or an Affiliate or Associate of any such Person); provided, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence (A) a time period relating to when the Rights may be redeemed or to modify the ability (or inability of the Board (with, where required, the concurrence of a majority of the Continuing Trustees) to redeem the Rights, in either case at such time as the duties, liabilities and indemnifications of the Rights Agent are not affectedthen redeemable or (B) any other time periods unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than an Acquiring Person or an Affiliate or Associate of any such Person). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1826, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything contained in this Agreement to the contrary, no supplement or Amendment amendment shall be made which increases changes the period Redemption Price, the Final Expiration Date, the Purchase Price or the number of time remaining until one one-hundredths of a share of Preferred Shares for which a Right is exercisable. Prior to the Maturity Time or terminates Distribution Date, the Rights or makes the Rights subject to redemption without the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority Common Shares of the issued and outstanding Rights has been obtained with respect to such amendmentCompany.

Supplements and Amendments. Subject At any time prior to the last Final -------------------------- Amendment Date, and subject to the penultimate sentence of this Section 1827, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Common Stock. From and after the Final Amendment Date and subject to the penultimate sentence of this Section 27, the Company may (acting by at least a majority of the Continuing Directors) and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunderhereunder (which lengthening or shortening, following the first occurrence of an event set forth in the second proviso of the first sentence of Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors) or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Rights Certificates (so long other than an Acquiring Person, an Adverse Person or an Affiliate or Associate of such Person); provided, however, that this Agreement -------- ------- may not be supplemented or amended, pursuant to clause (iii) of this sentence to lengthen (A) a time period relating to when the Rights may be redeemed or at such time as the duties, liabilities and indemnifications of the Rights Agent are not affectedthen redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of or the benefits to the holders of Rights (other than any Acquiring Person, an Adverse Person or an Associate or Affiliate of such Person). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement Prior to the contraryDistribution Date, no supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentCommon Stock.

Supplements and Amendments. Subject The Company may from time to the last sentence of this Section 18, if the Company so directs, the Company and the Rights Agent shall time supplement or amend this Rights Agreement without the approval of any holders of Rights Right Certificates in order (ia) to cure any ambiguity, (iib) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iiic) to shorten or lengthen any time period hereunderhereunder (including without limitation to extend the Final Expiration Date), (d) increase or decrease the Purchase Price, or (ive) to change or supplement or amend the provisions hereunder in any manner which the Company may deem necessary or desirable; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Rights Agreement shall not be amended in any manner which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, would adversely affect the interests of the holders of Rights; provided further that this Rights Agreement may not be supplemented or amended to lengthen pursuant to clause (so long c) of this sentence, (A) the time period relating to the when the Rights may be redeemed at such time as the dutiesRights are not then redeemable, liabilities and indemnifications or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of the Rights; provided further that the Company shall have the right to make unilaterally any changes necessary to facilitate the appointment of a successor Rights Agent are Agent, which such changes shall be set forth in a writing by the Company or by the Company and such successor Rights Agent. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Rights Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not affected)less than the greater of (i) any percentage greater than the largest percentage of the Voting Power of the Company then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, or any employee benefit plan or compensation arrangement of the Company or any Subsidiary of the Company, and any entity holding securities of the Company to the extent organized, appointed or established by the Company or any such Subsidiary for or pursuant to the terms of any such employee benefit plan or compensation arrangement) together with all Affiliates and Associates of such Person and (ii) 10%. Upon the delivery of a certificate from an appropriate officer of the Company and, if requested by the Rights Agent, an opinion of counsel, which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827 and such supplement or amendment does not increase the Rights Agent's duties, liabilities or obligations, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement to the contrary, no supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent of the holders of a majority of the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendment.

Supplements and Amendments. Subject Prior to the last Distribution Date and -------------------------- subject to the penultimate sentence of this Section 1827, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement, including without limitation to modify or amend the definition of Acquiring Person set forth in Section 1(a) hereof, to change the Purchase Price set forth in Section 4(a) and Section 7(b) hereof, and to extend the Final Expiration Date, without the approval of any holders of certificates representing Common Shares and without the approval of any holders of Rights or holders of certificates representing Rights. From and after the Distribution Date and subject to the penultimate sentence of this Section 27, the Company may and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (ia) to cure any ambiguityambiguity herein, (iib) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions provision herein, (iii) to shorten or lengthen any time period hereunder, or (ivc) to otherwise change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Rights Certificates (so long as the duties, liabilities other than Rights Certificates evidencing Rights that shall have become null and indemnifications of the Rights Agent are not affectedvoid pursuant to Section 7(e)). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything contained in this Agreement to the contrary, no supplement or Amendment amendment shall be made which increases lowers the thresholds for an Acquiring Person or Adverse Person to less than the greater of (i) the sum of .001% and the largest percentage of outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, or any Person organized, appointed or established by the Company and holding Common Shares for or pursuant to the terms of any such plan, or, prior to or on the Spin-Off Distribution Date, Bio-Vascular) or (ii) 10% of the outstanding Common Shares; which extends the period during which Rights may be redeemed unless at the time of time remaining until the Maturity Time amendment, no Person has become an Acquiring Person or terminates designated an Adverse Person or a majority of the Rights Board of Directors are Continuing Directors; or makes which changes the Rights subject Redemption Price or the number of Preferred Share Fractions for which a Right is exercisable. Prior to redemption without the consent Distribution Date, the interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentCommon Shares.

Supplements and Amendments. Subject Prior to such time as any Person becomes an Acquiring Person and subject to the last penultimate sentence of this Section 1827, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions provision herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that from and after such time as any Person becomes an Acquiring Person this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights (so long may be redeemed at such time as the duties, liabilities and indemnifications of the Rights Agent are not affected)then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided. Notwithstanding the foregoing, however, that the failure or refusal of the Rights Agent shall not be required to execute such supplement or amendment shall not affect the validity of any supplement amend this Agreement in a manner that adversely affects its rights or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereofobligations under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or Amendment amendment shall be made which increases that changes the period of time remaining until Redemption Price or moves to an earlier date the Maturity Time or terminates then effective Final Expiration Date. Prior to the Rights or makes Distribution Date, the Rights subject to redemption without the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority Common Shares of the issued and outstanding Rights has been obtained with respect to such amendmentCompany.

Supplements and Amendments. Subject Prior to the last Distribution Date and subject to the penultimate sentence of this Section 1827, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Common Stock. From and after the Distribution Date and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunderhereunder (which lengthening or shortening, following the first occurrence of an event set forth in clauses (i) and (ii) of the first proviso to Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors), or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Rights Certificates (so long other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, however, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the duties, liabilities and indemnifications of the Rights Agent are not affected)then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything contained in this Agreement to the contrary, no supplement or Amendment amendment shall be made which increases changes the period Redemption Price, the Final Expiration Date, the Purchase Price or the number of time remaining until Units of Preferred Stock for which a Right is exercisable. Prior to the Maturity Time or terminates Distribution Date, the Rights or makes the Rights subject to redemption without the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentCommon Stock.

Supplements and Amendments. Subject Prior to the Distribution Date and subject to the next to last sentence of this Section 1826, the Company may, by resolution of its Board of Directors and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Stock. From and after the Distribution Date and subject to the next to last sentence of this Section 26, the Company and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten change or lengthen any time period hereunder, or (iv) to supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Rights Certificates (so long other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), or (iv) to shorten or lengthen any time period hereunder; provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iv) of this sentence, (A) a time period relative to when the Rights may be redeemed at such time as the duties, liabilities and indemnifications of the Rights Agent are not affected)then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1826, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything contained in this Agreement to the contrary, (a) no supplement or Amendment amendment shall be made which increases changes the period Redemption Price, the Final Expiration Date, the Purchase Price, or the number of time remaining until the Maturity Time or terminates Preferred Stock Fractions for which a Right is exercisable and (b) the Rights Agent may, but shall not be obligated to, enter into any supplement or makes amendment that affects the Rights subject Agent's own rights, duties, obligations or immunities under this Agreement. Prior to redemption without the consent Distribution Date, the interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentCommon Stock.

Supplements and Amendments. Subject Prior to the last sentence Distribution Date, the Company may supplement or amend this Agreement in any respect without the approval of this Section 18any holders of Rights and the Rights Agent shall, if the Company so directs, execute such supplement or amendment. From and after the Distribution Date, the Company and the Rights Agent shall may from time to time supplement or amend this Agreement without the approval of any holders of Rights in order to (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunderhereunder (which lengthening or shortening, following the first occurrence of an event set forth in clauses (i) and (ii) of the proviso to Section 23(a) hereof, shall require the concurrence of a majority of the members of the Board of Directors then in office) or (iv) to change or supplement or amend the provisions hereunder in any manner which that the Company may deem desirable, which supplement necessary or amendment desirable and that shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Rights (so long other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the duties, liabilities and indemnifications of the Rights Agent are not affected)then redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which that states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement Prior to the contraryDistribution Date, no supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority of Common Shares. Notwithstanding any other provision hereof, the issued and outstanding Rights has been Agent’s consent must be obtained with respect regarding any amendment or supplement pursuant to such amendmentthis Section 27 which alters the Rights Agent’s rights or duties, which consent shall not be unreasonably withheld.

Supplements and Amendments. Subject Prior to the last sentence of this Section 18Distribution Date, if the Company Corporation so directs, the Company Corporation and the Rights Agent shall supplement or amend any provision of this Agreement in any manner which the Corporation may deem desirable without the approval of any holders of Rights or certificates representing Common Shares. From and after the Distribution Date, if the Corporation so directs, the Corporation, upon approval by the Board of Directors and the Rights Agent shall supplement or amend this Agreement without the approval of any holders of Rights or Certificates representing Common Shares in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company Corporation, upon such approval, may deem desirable, which supplement including without limitation the addition of other events requiring adjustment to the Rights under Sections 11 or amendment shall not, in 13 or procedures relating to the good faith determination redemption of the Board of Directors of the CompanyRights, which change, amendment or supplement shall not adversely affect the interests of the holders of Rights Certificates (so long as other than an Acquiring Person or an Affiliate or Associate of any such Person); provided, however, that this Agreement may not be supplemented or amended pursuant to this sentence to lengthen, pursuant to clause (iii) of this sentence, any time period unless such lengthening is specifically contemplated hereby or is for the dutiespurpose of protecting, liabilities and indemnifications enhancing or clarifying the rights of, or the benefits to, the holders of the Rights Agent are not affected)Rights. Upon the delivery of a certificate from an officer the Chairman of the Company Board, the President, the Chief Executive Officer or the Chief Financial Officer of the Corporation which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity or effective date of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereofCorporation. Notwithstanding anything in this Agreement to the contrary, no supplement or Amendment amendment shall be made which increases decreases the stated Redemption Price or the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent of the holders of a majority of the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentFinal Expiration Date.

Supplements and Amendments. Subject Prior to the last sentence occurrence of this a Section 18, if the Company so directs11(a)(ii) Event, the Company and the Rights Agent shall shall, if the Board of Directors of the Company in its sole discretion so directs, supplement or amend any provision of this Agreement as the Board of Directors of the Company may deem necessary or desirable without the approval of any holders of certificates representing shares of Common Stock of the Company. From and after the occurrence of a Section 11(a)(ii) Event, the Company and the Rights Agent shall, if the Board of Directors of the Company in its sole discretion so directs, supplement or amend this Agreement without the approval of any holders holder of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement or amend the provisions hereunder hereof in any manner which the Company may deem desirable, which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person); provided, however, that from and after the occurrence of a Section 11(a)(ii) Event this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and the benefits to, the holders of Rights (so long as the duties, liabilities and indemnifications other than an Acquiring Person or any Affiliate or Associate of the Rights Agent are not affectedan Acquiring Person). Upon the delivery of a such certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the any failure or refusal of the Rights Agent to so execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted the actions taken by the Company, any Board of which shall be effective in accordance with Directors of the terms thereofCompany pursuant to this Section 27. Notwithstanding anything in this Agreement Prior to the contraryoccurrence of a Section 11(a)(ii) Event, no supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority Common Stock of the issued and outstanding Company. Notwithstanding any other provision hereof, the Rights has been Agent’s consent must be obtained with respect regarding any amendment or supplement pursuant to such amendmentthis Section 27 which alters the Rights Agent’s rights or duties.

Supplements and Amendments. Subject Prior to the last sentence of this Section 18Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares. From and after the Distribution Date, the Company and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, or (iii) to shorten change or lengthen any time period hereunder, or (iv) to supplement or amend the provisions hereunder in any manner which the Company may deem desirablenecessary or desirable for the purpose of protecting, which supplement enhancing or amendment shall notclarifying the rights of, in and/or the good faith determination benefits to, the holders of the Board of Directors of the CompanyRights, without adversely affect affecting the interests of the holders of Rights Right Certificates (so long as the duties, liabilities and indemnifications other than those of the Rights Agent are not affectedan Acquiring Person or an Affiliate or Associate of an Acquiring Person). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, provided that such supplement or amendment does not adversely affect the failure rights or refusal obligations of the Rights Agent under Section 18 or Section 20 of this Agreement. Prior to execute such supplement or amendment shall not affect the validity Distribution Date, the interests of any supplement or amendment adopted by the Company, any holders of which Rights shall be effective in accordance deemed coincident with the terms thereof. Notwithstanding interests of the holders of Common Shares, notwithstanding anything contained in this Rights Agreement to the contrary, no supplement or Amendment shall be made which increases in the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent of the holders of event that a majority of the issued Board of Directors of the Company is comprised of (i) Persons elected at a meeting of or by written consent of stockholders and outstanding Rightswho were not nominated by the Board of Directors in office immediately prior to such meeting or action by written consent and/or (ii) successors of such Persons elected to the Board of Directors for the purpose of either facilitating a transaction with a Person or circumventing directly or indirectly the provisions of this Section 27, and then for a period of 180 days following the effectiveness of such action, this Rights Agreement may shall not be amended or supplemented in any respect upon manner reasonably likely to have the agreement purpose or effect of the Company, the Spin-Off Entity and the Rights Agent if the consent of the holders of facilitating a majority of the issued and outstanding Rights has been obtained transaction with respect to such amendmenta Person.

Supplements and Amendments. Subject (a) At any time prior to the last sentence Stock Acquisition Date, a majority of this Section 18the Continuing Directors (or, if the Company so directsno Continuing Directors are then in office, the Company Board of Directors of the Company) may, except as provided in Section 26(c), and the Rights Agent shall shall, if so directed, supplement or amend any provision of this Agreement without the approval of any holders of Rights; provided, however, that no amendment shall adversely affect the rights of any Exempt Person without the written consent of such Person (b) From and after the Stock Acquisition Date, a majority of the Continuing Directors (or, if no Continuing Directors are then in office, the Board of Directors of the Company) may, except as provided in Section 26(c), and the Rights Agent shall, if so directed, amend this Agreement without the approval of any holders of Rights Certificates (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein in this Agreement which may be defective or inconsistent with any other provisions hereinprovision of this Agreement, or (iii) to shorten change or lengthen any time period hereunder, or (iv) to supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Rights Certificates (so long as other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person). (c) No supplement or amendment to this Agreement shall be made which changes the dutiesPurchase Price, liabilities the number of shares of Preferred Stock, other securities, cash or other property for which a Right is then exercisable or the Redemption Price or provides for an earlier Expiration Date. (d) Immediately upon the action of a majority of the Continuing Directors (or, if no Continuing Directors are then in office, the Board of Directors) providing for any amendment or supplement pursuant to this Section 26, and indemnifications without any further action and without notice, such amendment or supplement shall be deemed effective. Promptly following the adoption of any amendment or supplement pursuant to this Section 26, the Company shall deliver to the Rights Agent a copy, certified by the Secretary or any Assistant Secretary of the Company, of resolutions of a majority of the Continuing Directors (or, if no Continuing Directors are not affected)then in office, the Board of Directors of the Company) adopting such amendment or supplement. Upon such delivery, the delivery amendment or supplement shall be administered by the Rights Agent as part of a certificate from an officer of the Company which states that the proposed supplement or Amendment is this Agreement in compliance accordance with the terms of this Section 18, the Rights Agent shall execute such supplement Agreement as so amended or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement to the contrary, no supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent of the holders of a majority of the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendment.supplemented

Supplements and Amendments. Subject to the last penultimate sentence of this Section 18, if the Company so directs27, the Company and Company, by action of the Rights Agent shall Board of Directors, may from time to time supplement or amend this Agreement without the approval of any holders of Rights (i) in order to cure any ambiguity, (ii) to correct or supplement any provision contained herein which that may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to supplement or amend make any other provisions with respect to the provisions hereunder in any manner which Rights that the Company may deem necessary or desirable, which any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not, not be amended in the good faith determination of the Board of Directors of the Company, any manner that would adversely affect the interests of the holders of Rights (so long as other than Rights that have become null and void pursuant to Section 7(e) hereof). Without limiting the dutiesforegoing, liabilities and indemnifications the Company, by action of the Rights Agent are Board of Directors, may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement (A) to make the provisions of this Agreement inapplicable to a particular transaction by which a Person would otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction; and (B) to lower the thresholds set forth in Sections 1(a) and 3(a) to not affectedless than the greater of (i) the sum of .001% and the largest percentage of Voting Power represented by the then outstanding shares of Voting Stock then known by the Company to be Beneficially Owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any trustee or fiduciary holding shares of Voting Stock for, or pursuant to the terms of, any such plan, acting in such capacity), and (ii) 10%. Upon the delivery of a certificate from an appropriate officer of the Company which that states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such no supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement to the contrary, no supplement or Amendment shall may be made which increases the period of time remaining until the Maturity Time to Sections 18, 19, 20, or terminates the Rights or makes the Rights subject to redemption 21 hereof without the consent of the holders of a majority of Rights Agent. Prior to the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the CompanyDistribution Date, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority Rights shall be deemed coincident with the interests of the issued and outstanding Rights has been obtained with respect to such amendmentholders of Common Stock.

Supplements and Amendments. Subject Prior to the last Distribution Date and subject to the penultimate sentence of this Section 1827, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Common Stock. From and after the Distribution Date and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which that may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunderhereunder (which lengthening or shortening, following the first occurrence of an event set forth in clauses (i) or (ii) of the first provision to Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors), or (iv) to change or supplement or amend the provisions hereunder in any manner which that the Company may deem desirable, which supplement deems necessary or amendment shall not, in the good faith determination of the Board of Directors of the Company, desirable and that does not adversely affect the interests of the holders of Rights Certificates (so long other than any Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the duties, liabilities and indemnifications of the Rights Agent are not affected)then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Without limiting the foregoing, the Company may at any time or from time to time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 1(i) to not less than 10%. Upon the delivery of a certificate from an appropriate officer of the Company which states stating that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement to the contrary, no supplement or Amendment amendment shall be made pursuant to this Section 27 that changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares of Common Stock for which increases a Right is exercisable. Prior to the period of time remaining until Distribution Date, the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentCommon Stock.

Supplements and Amendments. Subject The Company may from time to the last sentence of this Section 18, if the Company so directs, the Company and the Rights Agent shall time supplement or amend this Agreement without the approval of any holders of Rights (i) Certificates in order to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions provision herein, (iii) or to shorten or lengthen make any time period hereunder, or (iv) other provisions with respect to supplement or amend the provisions hereunder in any manner Rights which the Company may deem necessary or desirable, which any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not, not be amended in the good faith determination of the Board of Directors of the Company, any manner which would adversely affect the interests of the holders of Rights (so long as and further provided that the Rights Agent shall not be obligated to enter into any such supplement or amendment that would change or increase the duties, liabilities and indemnifications or obligations of the Rights Agent are not affected)hereunder. Upon Prior to the delivery of a certificate from an officer Distribution Date, the interest of the Company which states that the proposed supplement or Amendment is in compliance holders of Rights shall be deemed coincident with the terms interests of this Section 18the holders of Common Stock. Without limiting the foregoing, the Rights Agent shall execute Company may at any time prior to such supplement time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) to a percentage that (subject to exceptions for specified Persons or amendment; provided, however, that groups excepted from the failure or refusal definition of "Acquiring Person") is not less than the greater of (i) the sum of .001% and the largest percentage of the Rights Agent outstanding shares of Common Stock then known by the Company to execute such supplement or amendment shall not affect the validity of be beneficially owned by any supplement or amendment adopted by Person (other than the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement to the contrary, no supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent of the holders of a majority of the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement Subsidiary of the Company, the Spin-Off Entity and the Rights Agent if the consent any employee benefit plan of the holders Company or of a majority any Subsidiary of the issued Company, any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan or, to the extent excepted from the definition of "Acquiring Person", other specified Persons or groups) and outstanding Rights has been obtained with respect to such amendment(ii) 10.0%.

Supplements and Amendments. Subject to the last sentence of this Section 18, if the Company so directs, the (a) The Company and the Rights Warrant Agent shall may amend or supplement the Agreement or amend this Agreement the Warrants without notice to or the approval consent of any holders of Rights Holder (i) to cure any ambiguity, defect or inconsistency in the Agreement or the Warrants; (ii) to correct or supplement any provision contained herein which may be defective or inconsistent comply with any other provisions herein, Section 6.01(k); (iii) to shorten or lengthen any time period hereunder, or evidence and provide for the acceptance of an appointment hereunder by a successor Warrant Agent; or (iv) to supplement or amend the provisions hereunder in make any manner which the Company may deem desirable, which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, other change that does not adversely affect the interests rights of any Holder. (b) Except as otherwise provided in paragraphs (a) or (c), the Company and the Warrant Agent may amend the Agreement and the Warrants with the written consent of the holders Holders of Rights (so long as the duties, liabilities and indemnifications a majority of the Rights Agent are not affected). Upon outstanding Warrants, and the delivery Holders of a certificate majority of the outstanding Warrants by written notice to the Warrant Agent may waive future compliance by the Company with any provision of the Agreement or the Warrants. (c) Notwithstanding the provisions of paragraph (b), without the consent of each Holder affected, an amendment or waiver may not (i) increase the Exercise Price; or (ii) decrease the number of shares of Common Stock or other securities or property issuable upon exercise of the Warrants except, in each case, for adjustments provided for in the Agreement. (d) It is not necessary for Holders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof. (e) An amendment, supplement or waiver under this Section will become effective on receipt by the Warrant Agent of written consents from the Holders of the requisite percentage of the outstanding Warrants. After an officer amendment, supplement or waiver under this Section becomes effective, the Company will send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company which states that the proposed supplement to send such notice, or Amendment is in compliance with the terms of this Section 18any defect therein, the Rights Agent shall execute such supplement or amendment; providedwill not, however, that the failure in any way impair or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any such supplemental indenture or waiver. (f) After an amendment, supplement or amendment adopted by waiver becomes effective, it will bind every Holder unless it is of the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement to the contrary, no supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without type requiring the consent of each Holder affected. If the holders of a majority amendment, supplement or waiver is of the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if type requiring the consent of each Holder affected, the holders amendment, supplement or waiver will bind each Holder that has consented to it and every subsequent Holder of a majority of the issued and outstanding Rights has been obtained Warrant with respect to which consent was granted. (g) If an amendment, supplement or waiver changes the terms of a Warrant, the Warrant Agent may require the Holder to deliver it to the Warrant Agent so that the Warrant Agent may place an appropriate notation of the changed terms on the Warrant and return it to the Holder, or exchange it for a new Warrant that reflects the changed terms. The Warrant Agent may also place an appropriate notation on any Warrant thereafter countersigned. However, the effectiveness of the amendment, supplement or waiver is not affected by any failure to annotate or exchange Warrants in this fashion. (h) The Warrant Agent is entitled to receive, and will be fully protected in relying upon, an Opinion of Counsel stating that the execution of any amendment, supplement or waiver authorized pursuant to this section is authorized or permitted by the Agreement. If the Warrant Agent has received such an Opinion of Counsel, it shall sign the amendment, supplement or waiver so long as the same does not adversely affect the rights of the Warrant Agent. The Warrant Agent may, but is not obligated to, execute any amendment, supplement or waiver that affects the Warrant Agent’s own rights, duties or immunities under the Agreement.

Supplements and Amendments. Subject Prior to the last Distribution Date and subject to the penultimate sentence of this Section 1827, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after the Distribution Date and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions provision herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that from and after the Distribution Date this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights (so long may be redeemed at such time as the duties, liabilities and indemnifications of the Rights Agent are not affected)then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything contained in this Agreement to the contrary, no supplement or Amendment amendment shall be made which increases reduces the period of time remaining until then effective Redemption Price or moves to an earlier date the Maturity Time or terminates then effective Final Expiration Date. Prior to the Rights or makes Distribution Date, the Rights subject to redemption without the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentCommon Shares.

Supplements and Amendments. Subject Prior to the time at which the Rights cease to be redeemable pursuant to Section 23, and subject to the last sentence of this Section 1827, the Company may in its sole and absolute discretion, and the Rights Agent will if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or Common Shares. From and after the time at which the Rights cease to be redeemable pursuant to Section 23, and subject to the last sentence of this Section 27, the Company may, and the Rights Agent shall will if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights or Common Shares in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to supplement or amend the provisions hereunder in any manner which the Company may deem desirable, which ; provided that no such supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, adversely affect the interests of the holders of Rights as such (so long other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such supplement or amendment shall cause the Rights again to become redeemable or cause this Agreement again to become supplementable or amendable otherwise than in accordance with the provisions of this sentence. Without limiting the generality or effect of the foregoing, this Agreement may be supplemented or amended (a) to provide for such voting powers for the Rights and such procedures for the exercise thereof, if any, as the duties, liabilities and indemnifications Board of Directors of the Rights Agent are Company may determine to be appropriate, and (b) at any time prior to such time as any Person becomes an Acquiring Person, to lower the thresholds set forth in Section 1(a) hereof from 15% to not affectedless than the greater of (i) any percentage greater than the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, any entity holding Common Shares for or pursuant to the terms of any such plan or the Group), and (ii) 10%. Upon the delivery of a certificate from an officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall will execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall will not affect the validity of any supplement or amendment adopted by the Board of Directors of the Company, any of which shall will be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement to the contrary, no supplement or Amendment shall amendment may be made which increases decreases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject stated Redemption Price to redemption without the consent of the holders of a majority of the issued and outstanding Rights, and an amount less than $0.01 per Right. Notwithstanding anything in this Agreement may be amended in any respect upon to the agreement contrary, no supplement or amendment that changes the rights and duties of the Company, the Spin-Off Entity and the Rights Agent if under this Agreement will be effective against the consent Rights Agent without the execution of such supplement or amendment by the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentAgent.

Supplements and Amendments. Subject to The Company and the last sentence of this Section 18Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Common Stock or Series A Preference Stock. From and after the Distribution Date, the Company and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (ia) to cure any ambiguity, (iib) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, or (iiic) to shorten change or lengthen any time period hereunder, or (iv) to supplement or amend the provisions hereunder hereof in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Rights (so long as other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person). Notwithstanding the dutiesforegoing, liabilities and indemnifications (x) after the Stock Acquisition Date or (y) on or within eighteen (18) months of the Rights Agent date of a change (resulting from a proxy or consent solicitation) in a majority of the directors of the Company in office at the commencement of such solicitation, if any Person who is a participant in such solicitation has stated (or if upon the commencement of such solicitation, a majority of the directors of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event, any supplement or amendment shall be effective only if there are not affected)Continuing Directors then in office, and such supplement or amendment shall have been approved by a majority of such Continuing Directors. Upon the delivery of a certificate from an appropriate officer of the Company which that states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 18Section, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement Prior to the contraryDistribution Date, no supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority of the issued Common Stock and outstanding Rights has been obtained with respect to such amendmentSeries A Preferred Stock.

Supplements and Amendments. Subject Prior to the last Distribution Date and subject to the penultimate sentence of this Section 1826, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Common Stock. From and after the Distribution Date and subject to the penultimate sentence of this Section 26, the Company and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Rights Certificates (so long other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the duties, liabilities and indemnifications of the Rights Agent are not affected)then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1826, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything contained in this Agreement to the contrary, no supplement or Amendment amendment shall be made which increases changes the period Redemption Price, the Final Expiration Date, the Purchase Price or the number of one one-hundredths of a share of Preferred Stock for which a Right is exercisable; provided, however, that at any time remaining until prior to (i) the Maturity Time Stock Acquisition Date or terminates (ii) the Rights date that a tender or makes exchange offer by any Person (other than the Rights subject Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to redemption without the consent terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding and if at the time of any amendment or supplement such tender or exchange offer has not expired or been terminated, the Board of Directors of the Company may amend this Agreement to increase the Purchase Price or extend the Final Expiration Date. Prior to the Distribution Date, the interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentCommon Stock.

Supplements and Amendments. Subject Prior to the last Distribution Date and subject to the penultimate sentence of this Section 1827, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Common Stock; provided, however, that any supplement or amendment of this Agreement after the Stock Acquisition Date must be approved by a majority of the Disinterested Directors. From and after the Distribution Date and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, hereunder or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Rights Certificates (so long other than an Acquiring Person or an Affiliate or Associate of any such Acquiring Person); provided, however, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the dutiesRights are not then redeemable, liabilities and indemnifications or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights; provided further, that any supplement or amendment of this Agreement after the Stock Acquisition Date must be approved by a majority of the Rights Agent are not affected)Disinterested Directors. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything contained in this Agreement to the contrary, no supplement or Amendment amendment shall be made which increases changes the period Redemption Price, the Final Expiration Date, the Purchase Price, or the number of one ten-thousandths of a share of Preferred Stock for which a right is exercisable; provided, however, that at any time remaining until prior to (i) the Maturity Time existence of an Acquiring Person or terminates (ii) the Rights date that a tender or makes exchange offer by any Person (other than the Rights subject Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to redemption without the consent terms of any such plan or any Exempt Person (but, in the case of an Exempt Person, only to the extent of any shares of Common Stock (A) Beneficially Owned by such Exempt Person on the date of this Agreement or (B) acquired by such Exempt Person after the date of this Agreement from any other Exempt Person if such shares have been Beneficially Owned only by Exempt Persons on and after the date of this Agreement)) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding, the Board may amend this Agreement to increase the Purchase Price or extend the Final Expiration Date. Prior to the Distribution Date, the interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentCommon Stock.

Supplements and Amendments. Subject Prior to the last Distribution Date and subject to the penultimate sentence of this Section 1827, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Section 1(a), 3(a) and 11(a) hereof and this Section 27 to not less than 10% (the “Reduced Threshold”); provided, however, that no Person who beneficially owns a number of Common Shares equal to or greater than the Reduced Threshold shall become an Acquiring Person unless such Person shall, after the public announcement of the Reduced Threshold, increase its beneficial ownership of the then outstanding Common Shares (other than as a result of an acquisition of Common Shares by the Company) to an amount equal to or greater than the greater of (x) the Reduced Threshold or (y) the sum of (i) the lowest beneficial ownership of such Person as a percentage of the outstanding Common Shares as of any date on or after the date of the public announcement of such Reduced Threshold plus (ii) 0.001%. From and after the Distribution Date and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Rights Certificates (so long other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the duties, liabilities and indemnifications of the Rights Agent are not affected)then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary (except as described in the proviso to this sentence), no supplement or amendment shall be made which changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of one one-hundredths of a Preferred Share for which a Right is exercisable; provided, however, that at any time prior to (i) a Stock Acquisition Date or (ii) the failure date that a tender or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of exchange offer by any supplement or amendment adopted by Person (other than the Company, any Subsidiary of which shall be effective in accordance with the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof. Notwithstanding anything in , such Person would be the Beneficial Owner of 15% or more of the Common Shares then outstanding, the Board of Directors of the Company may amend this Agreement to increase the contraryPurchase Price or extend the Final Expiration Date. Prior to the Distribution Date, no supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentCommon Shares.

Supplements and Amendments. Subject For so long as the Rights are -------------------------- redeemable, and subject to the last penultimate sentence of this Section 1827, the Company may, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Common Stock or, on and after the Distribution Date, any holders of Rights Certificates. At any time when the Rights are no longer redeemable and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates; provided, however, that no such supplement or amendment may (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to supplement or amend the provisions hereunder in any manner which the Company may deem desirable, which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, adversely affect the interests of the holders of Rights (so long as Certificates, or, prior to the dutiesDistribution Date, liabilities and indemnifications the holders of the Common Stock (other than an Acquiring Person or an Affiliate or Associate of any such Person), (ii) cause this Agreement again to become amendable other than in accordance with this sentence, or (iii) cause the Rights Agent are not affected)again to become redeemable. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything contained in this Agreement to the contrary, no supplement or Amendment amendment shall be made which increases changes the period Redemption Price, the Final Expiration Date, the Purchase Price, or the number of shares of Common Stock for which a right is exercisable; provided, however, that at any time remaining until prior to (i) a Stock Acquisition Date or (ii) the Maturity Time date that a tender or terminates exchange offer by any Person (other than the Rights Company, any Subsidiary of the Company, any employee benefit plan of the Company or makes any Subsidiary of the Rights subject Company, or any Person or entity organized, appointed or established by the Company for or pursuant to redemption without the consent terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding, the Board may amend this Agreement to increase the Purchase Price or extend the Final Expiration Date. Prior to the Distribution Date, the interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentCommon Stock.

Supplements and Amendments. Subject Prior to the last sentence of this Section 18time at which any Person becomes an Acquiring Person, the Company may, and the Rights Agent shall, if the Board of Directors of the Company so directs, supplement or amend any provision of this Agreement as the Board of Directors of the Company may deem necessary or desirable without the approval of any holders of certificates representing shares of Common Stock of the Company. From and after the time at which any Person becomes an Acquiring Person, the Company may, and the Rights Agent shall shall, if the Board of Directors of the Company so directs, supplement or amend this Agreement without the approval of any holders holder of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement or amend the provisions hereunder hereof in any manner which the Company may deem desirable, which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person); PROVIDED, HOWEVER, that from and after the time at which any Person becomes an Acquiring Person, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and the benefits to, the holders of Rights (so long as the duties, liabilities and indemnifications other than an Acquiring Person or any Affiliate or Associate of the Rights Agent are not affectedan Acquiring Person). Upon the delivery of a such certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement Prior to the contrarytime at which any Person becomes an Acquiring Person, no supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority Common Stock of the issued and outstanding Company. Notwithstanding any other provision hereof, the Rights has been Agent's consent must be obtained with respect regarding any amendment or supplement pursuant to such amendmentthis Section 27 which alters the Rights Agent's rights or duties.

Supplements and Amendments. Subject Prior to the last sentence of this Section 18Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Stock. From and after the Distribution Date, the Company and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Right Certificates (other than an Interested Stockholder); provided, however, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights (so long may be redeemed at such time as the duties, liabilities and indemnifications of the Rights Agent are not affected)then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1828, the Rights Agent shall execute such supplement or amendment; provided, however, provided that such supplement or amendment does not adversely affect the failure rights or refusal obligations of the Rights Agent under Section 19 or 21 of this Agreement. Prior to execute such supplement or amendment shall not affect the validity Distribution Date, the interests of any supplement or amendment adopted by the Company, any holders of which Rights shall be effective in accordance deemed coincident with the terms thereofinterests of the holders of Common Stock. Notwithstanding anything contained in this Agreement to the contrary, no supplement or Amendment shall be made which increases in the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent of the holders of event that a majority of the issued and outstanding RightsBoard of Directors is comprised of persons elected at a meeting of shareholders who were not nominated by the Board of Directors in office immediately prior to such meeting (including successors of such persons elected to the Board of Directors) with the objective or for the purpose of either facilitating a Transaction or circumventing directly or indirectly the provisions of this Section 28, and then (A) for a period of 365 days following the effectiveness of such action, this Agreement shall not be amended or supplemented in any manner reasonably likely to have the objective, purpose or effect of facilitating a Transaction and (B) no amendments or supplements may be amended in any respect upon made following such 365-day period if (1) such amendment or supplement is reasonably likely to have the agreement objective, purpose or effect of the Companyfacilitating a Transaction and (2) during such 365-day period, the Spin-Off Entity and Company enters into any agreement, arrangement or understanding with any Transaction Person which is reasonably likely to have the Rights Agent if the consent objective, purpose or effect of the holders of facilitating a majority of the issued and outstanding Rights has been obtained with respect to such amendmentTransaction.

Supplements and Amendments. Subject Prior to the last Distribution Date and subject to the penultimate sentence of this Section 1827, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares. From and after the Distribution Date and subject to the penultimate sentence of this Section 27, the Company may and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunderhereunder (which lengthening or shortening, following the first occurrence of an event set forth in clauses (i) and (ii) of the proviso to Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors), or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Rights Certificates (so long other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the duties, liabilities and indemnifications of the Rights Agent are not affectedthen redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything contained in this Agreement to the contrary, no supplement or Amendment amendment shall be made which increases changes the period Redemption Price, the Final Expiration Date, the Purchase Price or the number of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent of the holders one four-hundredths of a majority of the issued and outstanding RightsPreferred Share for which a Right is exercisable, and provided that this Agreement may be amended to change the type and number of securities into which a right is exercisable before the occurrence of any Triggering Event if, after giving effect to such amendment, the new securities into which each Right is so exercisable have a value equal to the value of, and have voting rights at least equal to the voting rights of, the securities into which such Right was exercisable prior to such amendment (excluding any value attributable to any minimum dividend payments and excluding any voting rights operable in any respect case of non-payment of dividends) and provided further that upon the agreement creation of a new series of Common Shares of the Company, this Agreement may be amended before the Spinoccurrence of any Triggering Event (x) to reflect the Redemption Price, the Purchase Price, the number and type of securities purchasable upon exercise and any other terms of any share purchase rights to be associated with the shares of such new series and (y) if any shares of such new series are to be paid as a dividend on the outstanding shares of any other series of Common Shares, then to the extent such dividend reduces the Number of Shares Issuable with Respect to the Inter-Off Entity and Group Interest, as such term is now or hereafter defined in the Articles of Restatement, to adjust (in a manner similar to the adjustments required under Section 11(q) hereof) the Purchase Price payable upon proper exercise of the Rights Agent if associated with the consent Common Shares on which such dividend is to be paid. Prior to the Distribution Date, the interests of the holders of a majority Rights shall be deemed coincident with the interests of the issued and outstanding Rights has been obtained with respect to such amendmentholders of Common Shares (other than an Acquiring Person).

Supplements and Amendments. Subject to For so long as the last sentence of this Section 18Rights are then redeemable, the Company may in its sole and absolute discretion, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or Common Shares. From and after the time that the Rights are no longer redeemable, the Company may, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Rights (i) to cure any ambiguity, (ii) ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, herein or (iiiii) to shorten make any other changes or lengthen any time period hereunder, provisions in regard to matters or (iv) to supplement or amend the provisions questions arising hereunder in any manner which the Company may deem necessary or desirable, which including but not limited to extending the Final Expiration Date, PROVIDED, HOWEVER, that no such supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, adversely affect the interests of the holders of Rights as such (so long as other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such supplement or amendment may cause the dutiesRights again to become redeemable or cause this Agreement again to become amendable other than in accordance with this sentence; PROVIDED FURTHER, liabilities and indemnifications that the right of the Rights Agent are Board of Directors to extend the Distribution Date shall not affected)require any amendment or supplement hereunder. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1826, the Rights Agent shall execute such supplement or amendment; provided. Without limiting the foregoing, however, that the failure or refusal of the Rights Agent at any time prior to execute such supplement or amendment shall not affect the validity of time as any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement to the contrary, no supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent of the holders of a majority of the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the CompanyPerson becomes an Acquiring Person, the Spin-Off Entity Company and the Rights Agent if may amend this Agreement to lower the consent thresholds set forth in Sections 1.1 and 3.1 to not less than the greater of (i) any percentage greater than the largest percentage of the holders of a majority of outstanding Common Shares then known by the issued Company to be beneficially owned by any Person (other than an Exempt Person) and outstanding Rights has been obtained with respect to such amendment(ii) 10%.

Supplements and Amendments. Subject The Company may from time to time, and the last sentence of this Section 18, Rights Agent shall if the Company so directs, the Company and the Rights Agent shall supplement or amend this Agreement without the approval of any holders of Rights (i) Right Certificates in order to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) or to shorten make any change to or lengthen delete any time period hereunder, provision hereof or (iv) to supplement or amend adopt any other provisions with respect to the provisions hereunder in any manner Rights which the Company may deem necessary or desirable; provided, however, that, from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended or supplemented in any manner which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, would adversely affect the interests of the holders of Rights (so long as the duties, liabilities other than an Acquiring Person and indemnifications of the Rights Agent are not affectedits Affiliates and Associates). Upon Without limited the delivery of a certificate from an officer of foregoing, the Company which states that may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the proposed supplement or Amendment is thresholds set forth in compliance with Section 1(a) and 3(a) hereof to not less than 5% (the terms of this Section 18, the Rights Agent shall execute such supplement or amendmentReduced Threshold); provided, however, that no Person who, at the failure or refusal time of the Rights Agent amendment setting a Reduced Threshold, Beneficially Owns a number of Common Shares equal to execute or greater than the Reduced Threshold shall become an Acquiring Person unless such Person shall, after the public announcement of the Reduced Threshold, increase its Beneficial Ownership of the then outstanding Common Shares (other than as a result of an acquisition of Common Shares by the Company) to an amount equal to or greater than the greater of (x) the Reduced Threshold or (y) the sum of (i) the lowest Beneficial Ownership of such Person as a percentage of the outstanding Common Shares as of any date on or after the date of the public announcement of such Reduced Threshold plus (ii) .001%. Any supplement or amendment shall not affect the validity of any supplement or amendment adopted authorized by this Section 27 will be evidenced by a writing signed by the Company, any of which shall be effective in accordance with Company and the terms thereofRights Agent. Notwithstanding anything in this Agreement to the contrary, no supplement or Amendment shall be made which increases amendment that changes the period rights and duties of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent of the holders of a majority of the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if under this Agreement will be effective against the consent Rights Agent without the execution of such supplement or amendment by the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentAgent.

Supplements and Amendments. Subject Prior to the last sentence Distribution Date, the Company and the Rights Agent shall, if so directed by the Company, supplement or amend any provision of this Section 18Agreement without the approval of any holders of certificates representing Common Stock. From and after the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, the Company and the Rights Agent shall supplement or amend this Agreement without the approval of any holders holder of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, hereunder or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirablenecessary or desirable and which shall not adversely affect, which supplement or amendment shall not, in the good faith determination of the Board of Directors of as determined solely by the Company, adversely affect the interests of the holders of the Rights or the Right Certificates (so long as the dutiesother than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, liabilities and indemnifications however, that this Agreement may not be supplemented or amended pursuant to clause (iii) of this sentence (A) to lengthen any time period unless (1) approved by a majority of the Disinterested Directors then in office and (2) such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, registered holders of the Rights, or (B) to lengthen any time period relating to when the Rights Agent may be redeemed if at such time the Rights are not affected)then redeemable. Upon the delivery of a such certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything contained in this Agreement to the contrary, no supplement or Amendment amendment shall be made on or after the Distribution Date which increases changes the period Redemption Price, the Final Expiration Date, the Exercise Price or the number of time remaining until shares (or portions thereof) of Common Stock for which a Right is exercisable, and no supplement or amendment that changes the Maturity Time or terminates rights and duties of the Rights or makes the Rights subject to redemption Agent under this Agreement shall be effective without the consent of the holders of a majority of Rights Agent. Prior to the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the CompanyDistribution Date, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority Rights shall be deemed coincident with the interests of the issued and outstanding Rights has been obtained with respect to such amendmentholders of Common Stock.

Supplements and Amendments. Subject Prior to the last sentence of this Section 18, if the Company so directstime at which any Person becomes an Acquiring Person, the Company and the Rights Agent shall shall, if the Board of Directors of the Company so directs, supplement or amend any provision of this Agreement as the Board of Directors of the Company may deem necessary or desirable without the approval of any holders of certificates representing shares of Common Stock of the Company, Series A Preferred Stock or any other securities of the Company. From and after the time at which any Person becomes an Acquiring Person, the Company and the Rights Agent shall, if the Board of Directors of the Company so directs, supplement or amend this Agreement without the approval of any holders holder of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement or amend the provisions hereunder hereof in any manner which the Company may deem desirable, which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person); provided, however, that from and after the time at which any Person becomes an Acquiring Person, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and the benefits to, the holders of Rights (so long as the duties, liabilities and indemnifications other than an Acquiring Person or any Affiliate or Associate of the Rights Agent are not affectedan Acquiring Person). Upon the delivery of a such certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement Prior to the contrarytime at which any Person becomes an Acquiring Person, no supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority Common Stock of the issued and outstanding Company or Series A Preferred Stock, as applicable. Notwithstanding any other provision hereof, the Rights has been Agent's consent must be obtained with respect regarding any amendment or supplement pursuant to such amendmentthis Section 27 which alters the Rights Agent's rights or duties.

Supplements and Amendments. Subject to the last sentence of this Section 18, if the Company so directs, the The Company and the Rights Agent shall may from time to time supplement or amend this Agreement without the approval of any holders of the Rights in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) prior to shorten the Distribution Date, to change or lengthen any time period hereunder, supplement the provisions hereunder which the Company may deem necessary or desirable or (iv) following the Distribution Date, to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Rights Certificates (so long other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person). Without limiting the foregoing, the Company may, at any time prior to such time as any Person becomes an Acquiring Person, amend this Agreement to lower the duties, liabilities and indemnifications threshold set forth in Section 1(a) hereof from 20% to not less than the greater of (i) any percentage greater than the largest percentage of the Rights Agent are not affected)outstanding shares of Common Stock then known by the Company to be beneficially owned by any Person (other than the Company, any subsidiary of the Company, any employee benefit plan of the Company or any of its subsidiaries, any entity holding Common Stock of the Company organized, appointed or established by the Company or any of its subsidiaries for or pursuant to the terms of any such plan or any other Person who is exempted from being an Acquiring Person) and (ii) 10%. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of amendment unless the Rights Agent to execute shall have determined in good faith that such supplement or amendment shall not would adversely affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereofits interests under this Agreement. Notwithstanding anything in this Agreement Prior to the contraryDistribution Date, no supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentCommon Stock.

Supplements and Amendments. Subject to For as long as the last Rights are -------------------------- then redeemable and except as provided in the penultimate sentence of this Section 18, if the Company so directs26, the Company may in its sole and absolute discretion, and the Rights Agent shall if the Company so directs but subject to the other provisions of this Section, supplement or amend any provision of this Rights Agreement without the approval of any holders of the Rights or the Common Stock. At any time when the Rights are not then redeemable and except as provided in the penultimate sentence of this Section 26, the Company may, and the Rights Agent shall if the Company so directs but subject to the other provisions of this Section, supplement or amend this Rights Agreement without the approval of any holders of Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, or (iii) to shorten change or lengthen any time period hereunder, or (iv) to supplement or amend the provisions hereunder in any manner which the Company may deem necessary or desirable, which any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, that no such supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, adversely affect the interests of the holders of Right Certificates as such (other than any Acquiring Person who became such other than pursuant to a Permitted Tender Offer or has participated in a Section 11(a)(ii) Event or an Affiliate or Associate of such an Acquiring Person); provided, further, that this Rights Agreement may not be supplemented or amended to lengthen, pursuant to clause (so long iii) of this sentence, (A) a time period relating to when the Rights may be redeemed or this Rights Agreement amended at the sole and absolute discretion of the Company at such time as the duties, liabilities and indemnifications of the Rights Agent are not affectedthen redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights as such (other than any Acquiring Person who became such other than pursuant to a Permitted Tender Offer or has participated in a Section 11(a)(ii) or an Affiliate or Associate of such an Acquiring Person). Upon the delivery of a certificate from an appropriate officer of the Company and, if requested by the Rights Agent, an opinion of counsel, which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1826, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything contained in this Rights Agreement to the contrary, (a) no supplement or Amendment amendment shall be made which increases changes the period Redemption Price, the Final Expiration Date or the number of time remaining until the Maturity Time or terminates shares of Common Stock for which a Right is exercisable and (b) the Rights Agent may, but shall not be obligated to, enter into any supplement or makes amendment that affects the Rights subject Agent's own rights, duties, obligations or immunities under this Rights Agreement. Prior to redemption without the consent Distribution Date, the interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentCommon Stock.

Supplements and Amendments. Subject The Company may from time to time, and the last sentence of this Section 18, Rights Agent shall if the Company so directs, the Company and the Rights Agent shall supplement or amend this Agreement without the approval of any holders of Rights (i) Right Certificates in order to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) or to shorten make any change to or lengthen delete any time period hereunder, provision hereof or (iv) to supplement or amend adopt any other provisions with respect to the provisions hereunder in any manner Rights which the Company may deem necessary or desirable; provided, however, that, from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended or supplemented in any manner which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, would adversely affect the interests of the holders of Rights (so long other than an Acquiring Person and its Affiliates and Associates). Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the dutiesthresholds set forth in Section 1(a) and 3(a) hereof to not less than 5% (the “Reduced Threshold”); provided, liabilities and indemnifications however, that no Person who, at the time of the Rights Agent are not affected)amendment setting a Reduced Threshold, beneficially owns a number of Common Shares equal to or greater than the Reduced Threshold shall become an Acquiring Person unless such Person shall, after the public announcement of the Reduced Threshold, increase its beneficial ownership of the then outstanding Common Shares (other than as a result of an acquisition of Common Shares by the Company) to an amount equal to or greater than the greater of (x) the Reduced Threshold or (y) the sum of (i) the lowest beneficial ownership of such Person as a percentage of the outstanding Common Shares as of any date on or after the date of the public announcement of such Reduced Threshold plus (ii) .001%. Upon the delivery of a certificate from an officer of the Company Authorized Officer which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement to the contrary, no supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent of the holders of a majority of the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if shall not be required to execute any supplement or amendment to this Agreement that it has determined would adversely affect its own rights, duties, obligations or immunities under this Agreement. No supplement or amendment to this Agreement shall be effective unless duly executed by the consent of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentAgent.

Supplements and Amendments. Subject to The Company may, by resolution of its Board of Directors, and the last sentence of this Section 18Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect whatsoever (including without limitation any extension of the period in which the Rights may be redeemed) at any time prior to the Stock Acquisition Date, without the approval of any holders of certificates representing shares of Common Stock or, after the Distribution Date, of Right Certificates. From and after the Stock Acquisition Date, the Company may, by resolution of its Board of Directors (which resolution shall be effective only with the concurrence of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office), and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights certificates representing shares of Common Stock or of Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, hereunder or (iv) to change or supplement or amend the make any other provisions in regard to matters or questions arising hereunder in any manner which the Company and the Rights Agent may deem necessary or desirable, which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or an Affiliate or Associate thereof); provided, however, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed or to modify the ability (or inability) of the Board of Directors of the Company (with, where required, the concurrence of a majority of the Continuing Directors) to redeem the Rights, in either case at such time as the Rights are not then redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of or the benefits to the holders of Rights (so long as other than an Acquiring Person or an Affiliate or Associate of any such Person). Without limiting the dutiesforegoing, liabilities the Company may at any time prior to the Stock Acquisition Date amend this Agreement to lower the thresholds set forth in Sections l(a) and indemnifications 3(a) hereof to not less than the greater of (i) any percentage greater than the largest percentage of the Rights Agent are not affected)outstanding Common Stock then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Subsidiary of the Company or any Person organized, appointed or established by the Company or such Subsidiary as a fiduciary for or pursuant to the terms of any such employee benefit plan) and (ii) 10%. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1826, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement Prior to the contraryStock Acquisition Date, no supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentCommon Stock.

Supplements and Amendments. Subject Prior to the last sentence of this Section 18, if time that the Company so directsCorporation becomes aware that a Person has become an Acquiring Person, the Company Corporation may, by resolution of its Board of Directors, and the Rights Agent shall shall, if the Corporation so directs, supplement or amend any provision of this Agreement in any respect whatsoever (including, without limitation, any extension of the period in which the Rights may be redeemed) without the approval of any holders of certificates representing shares of Common Stock of the Corporation or of Right Certificates. From and after the time that the Corporation becomes aware that a Person has become an Acquiring Person, without the approval of any holders of certificates representing shares of Common Stock of the Corporation or of Right Certificates, the Corporation may, by resolution of its Board of Directors, and the Rights Agent shall, if the Corporation so directs, supplement or amend this Agreement in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, hereunder or (iv) to change or supplement or amend the any other provisions hereunder in any manner which the Company Corporation may deem necessary or desirable, which supplement shall not adversely affect the interests of, or amendment shall notdiminish substantially or eliminate the benefits intended to be afforded by the Rights to, in the good faith determination holders of Right Certificates (other than an Acquiring Person or an Affiliate or Associate of any such Person); provided, however, that this Agreement may not be supplemented or amended (A) to lengthen, pursuant to clause (iii) of this sentence, a time period relating to when the Rights may be redeemed or to modify the ability (or inability) of the Board of Directors of the CompanyCorporation to redeem the Rights, adversely affect in either case at such time as the interests Rights are not then redeemable, or to lengthen any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of or the benefits to the holders of Rights (so long as the dutiesother than an Acquiring Person or an Affiliate or Associate of any such Person) or (B) to alter, liabilities and indemnifications amend, supplement or delete this second sentence of the Rights Agent are not affected)Section 27. Upon the delivery of a certificate from an appropriate officer of the Company Corporation which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827 (together with a copy of such proposed supplement or amendment), the Rights Agent shall execute such supplement or amendment; provided. Notwithstanding the foregoing, howeverany supplement or amendment that does not amend this Agreement in a manner adverse to the Rights Agent, that and is otherwise in compliance in all respects with this Section 27, shall become effective immediately upon execution by the failure Company, whether or refusal not also executed by the Rights Agent. In the case of any such supplement or amendment, the Corporation shall deliver to the Rights Agent to execute a certificate from an appropriate officer of the Corporation which states that such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective was in accordance compliance with the terms thereofof this Section 27 (together with a copy of such supplement or amendment). Notwithstanding anything in this Agreement Prior to the contraryDistribution Date, no supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentCommon Stock.

Supplements and Amendments. Subject to The Company may, by resolution of its Board of Directors, and the last sentence of this Section 18Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect whatsoever (including without limitation any extension of the period in which the Rights may be redeemed) at any time prior to the Stock Acquisition Time, without the approval of any holders shares of Common Stock or, after the Distribution Date, of Right Certificates. From and after the Stock Acquisition Time, the Company may, by resolution of its Board of Directors, and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights shares of Common Stock or of Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, hereunder or (iv) to change or supplement or amend the make any other provisions in regard to matters or questions arising hereunder in any manner which the Company and the Rights Agent may deem necessary or desirable, which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or an Affiliate or Associate thereof); provided, however, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed or to modify the ability (or inability) of the Board of Directors of the Company to redeem the Rights, in either case at such time as the Rights are not then redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of or the benefits to the holders of Rights (so long as the duties, liabilities and indemnifications other than an Acquiring Person or an Affiliate or Associate of the Rights Agent are not affectedany such Person). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1826, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement Prior to the contraryStock Acquisition Time, no supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentCommon Stock.

Supplements and Amendments. Subject The Company may from time to the last sentence of this Section 18, if the Company so directs, the Company and the Rights Agent shall time supplement or amend this Agreement without the approval of any holders of Rights (i) Right Certificates subject to the other terms and conditions of this Agreement in order to cure any ambiguity, (ii) to correct or supplement any provision contained herein herein, which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, hereunder or (iv) to supplement or amend make any other provisions with respect to the provisions hereunder in any manner Rights which the Company may deem necessary or desirable, which any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that, from and after such time as any Person becomes an Acquiring Person, this Agreement shall not, not be amended in the good faith determination of the Board of Directors of the Company, any manner which would adversely affect the interests of the holders of Rights Rights. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement (so long A) to make the provisions of this Agreement inapplicable to a particular transaction by which a Person would otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction, and; (B) to lower the dutiesthresholds set forth in Section 1(a) and 3(a) hereof to not less than (i) 10% or more of the Class B Common Shares then outstanding or (ii) any combination of Class A Common Shares and Class B Common Shares representing 10% or more of the Common Shares then outstanding (the “Reduced Threshold”); provided, liabilities however, that no Person who beneficially owns a number of Class B Common Shares or a combination of Class A and indemnifications Class B Common Shares equal to or greater than the Reduced Threshold shall become an Acquiring Person because of such amendment unless such Person shall, after the public announcement of the Reduced Threshold (with written notice to the Rights Agent of such public announcement), increase its beneficial ownership of the then outstanding Class B Common Shares or combination of Class A and Class B Common Shares (other than as a result of an acquisition of Common Shares by the Company or as a result of a stock dividend, stock split or similar transaction effected by the Company in which all holders of Common Shares are not affected)treated equally) to an amount equal to or greater than the greater of (x) the Reduced Threshold or (y) the sum of (i) the lowest beneficial ownership of such Person as a percentage of the outstanding Class B Common Shares as of any date on or after the date of the public announcement of such Reduced Threshold, plus .001%, or (ii) the lowest beneficial ownership of such Person as a percentage of a combination of the outstanding Class A and Class B Common Shares as of any date on or after the date of the public announcement of such Reduced Threshold, plus .001%. Upon the delivery of a certificate from an appropriate officer of the Company which and, if requested by the Rights Agent, an opinion of counsel, that states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything contained in this Agreement to the contrary, no the Rights Agent may, but shall not be obligated to, enter into any supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates amendment that affects the Rights Agent’s own rights, duties, obligations or makes immunities under this Agreement. Prior to the Rights subject to redemption without Distribution Date, the consent interests of the holders of a majority of the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if shall be deemed coincident with the consent interests of the holders of the Common Stock.” 6. Capitalized terms used without other definition in this Amendment shall be used as defined in the Rights Agreement. 7. This Amendment shall be deemed to be a majority contract made under the laws of the issued State of Delaware and outstanding for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state. 8. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 9. This Amendment shall be effective as of the date first written above, and all references to the Rights has been obtained with respect Agreement shall from and after such time be deemed to such amendmentbe references to the Rights Agreement as amended hereby.

Supplements and Amendments. Subject Prior to the last sentence Distribution Date and subject to the provisions of Section 28, the Company may by resolution of its Board, and the Rights Agent shall, if the Company pursuant to such resolution so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Company Common Stock. From and after the Distribution Date and subject to the provisions of Section 1828, the Company may by resolution of its Board, and the Rights Agent shall, if the Company so directs, the Company and the Rights Agent shall supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Rights Certificates (so long as the dutiesother than an Acquiring Person or an Adverse Person or an Affiliate or Associate of an Acquiring Person or an Adverse Person); provided, liabilities and indemnifications of however, that this Agreement may not be supplemented or amended, at a time when the Rights Agent are not affectedredeemable, to lengthen, pursuant to clause (iii) of this sentence, (A) subject to Section 30, a time period (including a time period described in Section 3(a)(i) or 3(a)(ii)) relating to when the Rights may be redeemed, or (B) any other time period unless in a case described in this clause (B) such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company and, if requested, an opinion of counsel or, so long as any Person is an Acquiring Person hereunder, from a majority of the members of the Board which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1826 (including, to the extent applicable, the provisions of Section 28), the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything contained in this Agreement to the contrary, no the Rights Agent may, but shall not be obligated to, enter into any supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates amendment that affects the Rights Agent's own rights, duties, obligations or makes immunities under this Agreement. Prior to the Rights subject to redemption without Distribution Date, the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentCompany Common Stock.

Supplements and Amendments. Subject Prior to the last Stock Acquisition Date and subject to the penultimate sentence of this Section 1827, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Common Stock. From and after the Stock Acquisition Date and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, or (iii) to shorten change or lengthen any time period hereunder, or (iv) to supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Rights Certificates (so long as the duties, liabilities and indemnifications other than an Acquiring Person or an Affiliate or Associate of the Rights Agent are not affectedan Acquiring Person). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything contained in this Agreement to the contrary, no supplement or Amendment amendment shall be made (i) which increases changes the period Redemption Price or (ii) at any time prior to such time as any Person first becomes an Acquiring Person lowers the thresholds set forth in Sections 1(a) and/or 3(a) hereof from 15% to less than, in either case, the greater of time remaining until (x) the Maturity Time sum of .001% and the largest percentage of the outstanding shares of Common Stock then known by the Company to be beneficially owned by any Person or terminates (y) 10%. Prior to the Rights or makes Distribution Date, the Rights subject to redemption without the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentCommon Stock.

Supplements and Amendments. Subject The Board of Trust Managers of -------------------------- the Trust may, pursuant to the last sentence of this Section 18Continuing Board Action, if the Company so directs, the Company and the Rights Agent shall from time to time supplement or amend this Agreement without the approval of any holders of Rights (i) Right Certificates in order to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) or to shorten make any other provisions with respect to the Rights which the Board of Trust Managers of the Trust may deem necessary or lengthen desirable, any time period hereunder, or (iv) to such supplement or amend amendment to be evidenced by a writing signed by the provisions hereunder Trust and the Rights Agent; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended in any manner which the Company may deem desirable, which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, would adversely affect the interests of the holders of Rights (so long other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); and provided, further, this Agreement may not be supplemented or amended to lengthen (i) a time period relating to when the Rights may be redeemed at such time as the duties, liabilities and indemnifications of the Rights Agent are not affected). Upon then redeemable or (ii) any other time period unless such lengthening is for the delivery purpose of a certificate from an officer of protecting, enhancing or clarifying the Company which states that rights of, and/or the proposed supplement or Amendment is in compliance with the terms of this Section 18benefits to, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal holders of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereofRights. Notwithstanding anything contained in this Agreement to the contrary, no supplement or Amendment amendment shall be made which increases that changes the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent of the holders of a majority of the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the CompanyRedemption Price, the SpinFinal Expiration Date, the Purchase Price or the number of one-Off Entity and the Rights Agent if the consent hundredths of the holders of Preferred Shares for which a majority of the issued and outstanding Rights has been obtained with respect to such amendmentRight is exercisable.

Supplements and Amendments. Subject The Company may from time to the last sentence of this Section 18, if the Company so directs, the Company and the Rights Agent shall time supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (ia) to cure any ambiguity, (iib) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iiic) to shorten or lengthen any time period hereunderhereunder (including without limitation to extend the Final Expiration Date), (d) increase or decrease the Purchase Price, or (ive) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or desirable which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended in any manner which would adversely affect the interests of the holders of Rights; provided further that this Agreement may not be supplemented or amended to lengthen pursuant to clause (c) of this sentence, (A) the time 29 period relating to the when the Rights (so long may be redeemed at such time as the dutiesRights are not then redeemable, liabilities and indemnifications or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of the Rights; provided further that the Company shall have the right to make any changes unilaterally necessary to facilitate the appointment of a successor Rights Agent are Agent, which such changes shall be set forth in a writing by the Company or by the Company and such successor Rights Agent. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 20% to not affected)less than the greater of (i) any percentage greater than the largest percentage of the Voting Power of the Company then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, or any employee benefit plan or compensation arrangement of the Company or any Subsidiary of the Company, and any entity holding securities of the Company to the extent organized, appointed or established by the Company or any such Subsidiary for or pursuant to the terms of any such employee benefit plan or compensation arrangement) together with all Affiliates or Associates of such Person and (ii) 10%. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement to the contrary, no supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent of the holders of a majority of the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendment.

Supplements and Amendments. Subject to For as long as the last Rights are then redeemable and except as provided in the penultimate sentence of this Section 1826, the Company may in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of the Rights or the Common Stock. At any time when the Rights are not then redeemable and except as provided in the penultimate sentence of this Section 26, the Company may, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, or (iii) to shorten change or lengthen any time period hereunder, or (iv) to supplement or amend the provisions hereunder in any manner which the Company may deem necessary or desirable; provided, which that no such supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, adversely affect the interests of the holders of Right Certificates as such (other than any Acquiring Person who became such other than pursuant to a Permitted Tender Offer or has participated in a Section 11(a)(ii) Event or an Affiliate or Associate of such an Acquiring Person); provided, further, that this Rights Agreement may not be supplemented or amended to lengthen, pursuant to clause (so long iii) of this sentence, (A) a time period relating to when the Rights may be redeemed or this Agreement amended at the sole and absolute discretion of the Company at such time as the duties, liabilities and indemnifications of the Rights Agent are not affectedthen redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights as such (other than any Acquiring Person who became such other than pursuant to a Permitted Tender Offer or has participated in a Section 11(a)(ii) or an Affiliate or Associate of such an Acquiring Person). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1826, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything contained in this Rights Agreement to the contrary, no supplement or Amendment amendment shall be made which increases changes the period Redemption Price, the Final Expiration Date or the number of time remaining until shares of Common Stock for which a Right is exercisable. Prior to the Maturity Time or terminates Distribution Date, the Rights or makes the Rights subject to redemption without the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentCommon Stock.

Supplements and Amendments. Subject Prior to the last sentence of this Section 18Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Stock, and without any further action and without notice, such amendment or supplement should be deemed effective. From and after the Distribution Date the Company may, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement without the approval of any holders holder of Rights certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions provision contained herein, (iii) to shorten extend the Expiration Date or lengthen any other time period hereunder, or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Rights (so long other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the dutiesRights are not then redeemable, liabilities or (B) any other time period, unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Without limiting the foregoing, the Company and indemnifications of the Rights Agent are not affected). Upon the delivery of a certificate from an officer of shall, if the Company which states that so directs, amend this Agreement to lower the proposed supplement or Amendment is thresholds set forth in compliance with the terms of this Section 18, the Rights Agent shall execute such supplement or amendmentSections 1(a) and 3(a) to not less than 10%; provided, however, that if any Person, at the failure time the threshold with respect to the determination of a Person's becoming an Acquiring Person is so lowered, beneficially owns shares of Common Stock in excess of such lowered threshold and was not an Acquiring Person immediately prior to such time, such Person shall not become an Acquiring Person by virtue of such threshold having been lowered unless and until such Person shall thereafter become, alone or refusal together with its Affiliates and Associates, the Beneficial Owner of any additional shares of Common Stock (other than (x) through the exercise of any presently outstanding options, or the issuance hereafter by the Company of any options, stock appreciation rights or other securities convertible into or exercisable for stock (or the exercise of any such options, rights or other securities), (y) as a result of a dividend by the Company payable in stock or securities convertible into or exercisable for stock, or (z) by reason of the acquisition by such Person of beneficial ownership of an aggregate of no more than 10,000 shares of Common Stock (such number to be appropriately adjusted to reflect stock dividends, splits, reclassifications and combinations from and after the date of this Agreement) in any single calendar year; provided, that none of such shares are owned directly by such Person or nominees for such Person. Promptly following the adoption of any amendment or supplement pursuant to this Section 26, an appropriate officer of the Company shall deliver to the Rights Agent to execute a copy of resolutions of the Company adopting such amendment or supplement. Upon such delivery, the amendment or supplement or amendment shall not affect the validity of any supplement or amendment adopted be administered by the Company, any Rights Agent as part of which shall be effective this Agreement in accordance with the terms thereofof this Agreement, as so amended or supplemented. Notwithstanding anything in this Agreement Prior to the contraryDistribution Date, no supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentStock.

Supplements and Amendments. Subject Prior to the last sentence occurrence of this Section 18, if the Company so directsa Triggering Event, the Company and the Rights Agent shall shall, if the Board of Directors so directs, supplement or amend any provision of this Agreement as the Board of Directors may deem necessary or desirable without the approval of any holders of certificates representing shares of Common Stock of the Company or any other securities of the Company. From and after the occurrence of a Triggering Event, the Company and the Rights Agent shall, if the Board of Directors so directs, supplement or amend this Agreement without the approval of any holders holder of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, hereunder or (iv) to change or supplement or amend the provisions hereunder hereof in any manner which the Company may deem desirable, which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person); provided, however, that from and after the occurrence of a Triggering Event, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and the benefits to, the holders of Rights (so long as other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Without limiting the dutiesforegoing, liabilities the Company may at any time prior to the occurrence of a Triggering Event, amend this Agreement to lower the threshold set forth in Section 1(a) to not less than the greater of (i) the sum of .001% and indemnifications the largest percentage of the Rights Agent are not affected)outstanding Common Stock of the Company then known by the Company to be Beneficially Owned by any Person (other than the Company, any Subsidiary of the Company any employee benefit plan of the Company or any Subsidiary of the Company or any entity holding Common Stock of the Company for or pursuant to the terms of any such plan) and (ii) 10%. Upon the delivery of a such certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms and conditions of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement Prior to the contraryoccurrence of a Triggering Event, no supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority Common Stock of the issued and outstanding Company. Notwithstanding any other provision hereof, the Rights has been Agent's consent must be obtained with respect regarding any amendment or supplement pursuant to such amendmentthis Section 27 which alters the Rights Agent's rights or duties.

Supplements and Amendments. Subject Prior to the last Distribution Date, and subject to the penultimate sentence of this Section 1827, the Company and the Rights Agent may, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Company Voting Stock. From and after the Distribution Date, and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunderhereunder (which lengthening or shortening, following the first occurrence of an event set forth in clauses (i) or (ii) of the first provision to Section 23(a) hereof, shall be effective upon the concurrence of a majority of the Board), or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Rights Certificates (so long other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, however, that from and after the Distribution Date this Agreement may not be supplemented or amended to, pursuant to clause (iii) of this sentence, (A) shorten the Final Expiration Date or (B) lengthen (1) a time period relating to when the Rights may be redeemed, or to modify the ability (or inability) of the Board to redeem the Rights, in either case at such time as the duties, liabilities and indemnifications of the Rights Agent are not affectedthen redeemable, or (2) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827 and such supplement or amendment does not change or increase the Rights Agent’s duties, liabilities, rights or obligations, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything contained in this Agreement to the contrary, no supplement or Amendment amendment shall be made which increases changes the period Redemption Price, the Purchase Price or the number of time remaining until shares ofSeries A-1 Common Stock for which a Right is exercisable, and no supplement or amendment that changes the Maturity Time rights, duties, liabilities or terminates obligations of the Rights Agent under this Agreement shall be effective without the execution of such supplement or makes amendment by the Rights subject Agent. Prior to redemption without the consent Distribution Date, the interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentCompany Voting Stock.

Supplements and Amendments. Subject Prior to the last sentence earlier of this Section 18(i) the Distribution Date or (ii) the occurrence of a Triggering Event, the Company may, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement (including supplements or amendments that may be deemed to affect the interests of the holders of Right Certificates adversely) without the approval of any holders of certificates representing the Company Securities and associated Rights. From and after the earlier of (i) the Distribution Date or (ii) the occurrence of a Triggering Event, the Company may, and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates (ix) in any manner that will not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or an Affiliate or Associate of any such Acquiring Person), or (y) in order to cure any ambiguity, (ii) ambiguity or to correct or supplement any provision contained herein which which, in the good faith determination of a majority of the Board of Directors, may be defective or inconsistent with any the other provisions herein, contained herein or (iiiz) to shorten or lengthen any time period hereunder; provided, however, that, from and after the earlier of (i) the Distribution Date or (ii) the occurrence of a Triggering Event, this Agreement shall not be supplemented or amended to lengthen (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (ivB) to supplement any other time period unless such lengthening is for the purpose of protecting, enhancing or amend clarifying the provisions hereunder in any manner which rights of, and/or, the Company may deem desirablebenefits to, which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, adversely affect the interests of the holders of Rights (so long as the duties, liabilities and indemnifications other than an Acquiring Person or any Affiliate or Associate of the Rights Agent are not affectedan Acquiring Person). Upon the delivery of a certificate from an officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827 (and such supplement or amendment does not change or increase the Rights Agent's duties, liabilities, rights or obligations), the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything contained in this Agreement to the contrary, but subject to the next succeeding paragraph, no supplement or Amendment amendment shall be made that changes the (i) Redemption Price, (ii) the Final Expiration Date after the Distribution Date, (iii) the Purchase Price or (iv) the number of Common Shares for which increases a Right is exercisable, and no such supplement or amendment that changes the period rights, duties, liabilities or obligations of time remaining until the Maturity Time or terminates the Rights Agent under this Agreement shall be effective without the execution of such supplement or makes amendment by the Rights subject Agent. Prior to redemption without the consent Distribution Date, the interests of the holders of a majority Rights shall be deemed coincident with the interests of the issued and outstanding Rightsholders of Company Securities. Notwithstanding anything contained in this Agreement to the contrary, and in the event that at any time after the date of this Agreement the Company authorizes one or more series of preferred stock, then this Agreement may be amended or supplemented as the Board of Directors shall deem necessary or advisable, without the approval of any holders of Right Certificates, to provide for the issuance of shares (or fractional shares) of preferred stock of the Company in place of Common Shares which may be received upon exercise of Rights hereunder prior to the occurrence of any Triggering Event, and to modify or amend this Agreement in any respect upon to take into account the agreement use of the Company, the Spin-Off Entity and the Rights Agent if the consent such preferred stock (or fractional shares of the holders preferred stock) in place of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentCommon Shares.

Supplements and Amendments. Subject Prior to the last Distribution Date and subject to the penultimate sentence of this Section 1827, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after the Distribution Date and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions provision herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that from and after the Distribution Date this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights (so long may be redeemed at such time as the duties, liabilities and indemnifications of the Rights Agent are not affected)then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything contained in this Agreement to the contrary, no supplement or Amendment amendment shall be made which increases changes the period of time remaining until then effective Redemption Price or moves to an earlier date the Maturity Time or terminates then effective Final Expiration Date. Prior to the Rights or makes Distribution Date, the Rights subject to redemption without the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentCommon Shares.

Supplements and Amendments. Subject Prior to the last Distribution Date, and subject to the penultimate sentence of this Section 1827, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Common Stock. From and after the Distribution Date, and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunderhereunder (which lengthening or shortening, following the first occurrence of an event set forth in clauses (i) or (ii) of the first provision to Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors), or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Rights Certificates (so long other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the duties, liabilities and indemnifications of the Rights Agent are not affected)then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything contained in this Agreement to the contrary, no supplement or Amendment amendment shall be made which increases changes the period Redemption Price, the Final Expiration Date, the Purchase Price or the number of time remaining until one one-hundredths of a share of Preferred Stock for which a Right is exercisable, and no supplement or amendment that changes the Maturity Time rights or terminates duties of the Rights Agent under this Agreement shall be effective without the execution of such supplement or makes amendment by the Rights subject Agent. Prior to redemption without the consent Distribution Date, the interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentCommon Stock."

Supplements and Amendments. Subject For so long as the Rights are redeemable, and subject to the last penultimate sentence of this Section 1827. the Company may, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of shares of Common Stock or, on and after the Distribution Date, the holders of Rights Certificates. At any time when the Rights are no longer redeemable and subject to the penultimate sentence of this Section 27. the Company and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates; provided, however, that no such supplement or amendment may (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to supplement or amend the provisions hereunder in any manner which the Company may deem desirable, which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, adversely affect the interests of the holders of Rights Certificates (so long as other than an Acquiring Person or an Affiliate or Associate of any such Person) or, prior to the dutiesDistribution Date, liabilities and indemnifications holders of certificates representing shares of Common Stock; (ii) cause this Agreement again to become amendable other than in accordance with this sentence; or (iii) cause the Rights Agent are not affected)again to become redeemable. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 18, 27. the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything contained in this Agreement to the contrary, no supplement or Amendment amendment shall be made which increases changes the period Redemption Price, the Final Expiration Date, the Purchase Price, or the number of one one-thousandths of a share of Preferred Stock for which a right is exercisable; provided, however, that at any time remaining until prior to (i) a Stock Acquisition Date or (ii) the Maturity Time date that a tender or terminates exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the Rights meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or makes more of the Rights subject shares of Common Stock then outstanding the Board may amend this Agreement to redemption without increase the consent Purchase Price or extend the Final Expiration Date. Prior to the Distribution Date, the interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentCommon Stock.

Supplements and Amendments. Subject Prior to the last sentence of this Section 18Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares. From and after the Distribution Date, the Company and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Rights Certificates (so long as other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, from and after the dutiesDistribution Date, liabilities and indemnifications this Agreement may not be supplemented or amended to lengthen any time period hereunder, pursuant to clause (iii) of this sentence unless such lengthening is for the Rights Agent are not affected)purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment, is in compliance with the terms of this Section 1826, the Rights Agent shall execute such supplement or amendment; provided. Notwithstanding any other provision hereof, however, that the failure or refusal of the Rights Agent Agent's consent must be obtained regarding any amendment or supplement pursuant to execute such supplement this Section 26 which alters the Rights Agent's rights or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereofduties. Notwithstanding anything in this Agreement contained herein to the contrary, no supplement or Amendment shall this Agreement may not be made which increases the period of amended at a time remaining until the Maturity Time or terminates when the Rights or makes are not redeemable. Prior to the Rights subject to redemption without Distribution Date, the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentCommon Shares.

Supplements and Amendments. Subject Prior to the last Distribution -------------------------- Date, and subject to the penultimate sentence of this Section 1827, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Common Stock. From and after the Distribution Date, and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunderhereunder (which lengthening or shortening, following the first occurrence of an event set forth in clauses (i) or (ii) of the first provision to Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors), or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Rights Certificates (so long other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the duties, liabilities and indemnifications of the Rights Agent are not affected)then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything contained in this Agreement to the contrary, no supplement or Amendment amendment shall be made which increases changes the period Redemption Price, the Final Expiration Date, the Purchase Price or the number of time remaining until one one-hundredths of a share of Preferred Stock for which a Right is exercisable, and no supplement or amendment that changes the Maturity Time rights or terminates duties of the Rights Agent under this Agreement shall be effective without the execution of such supplement or makes amendment by the Rights subject Agent. Prior to redemption without the consent Distribution Date, the interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentCommon Stock.

Supplements and Amendments. Subject Prior to the last Distribution Date and subject to the penultimate sentence of this Section 18, if the Company so directs26, the Company and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of Rights Certificates. From and after the Distribution Date and subject to the penultimate sentence of this Section 26, the Company and the Rights Agent shall, if the Company so directs, supplement, amend, remove any provision of this Agreement without approval of any holders of Rights in order: (i) to cure any ambiguity, ; (ii) to correct or supplement any provision contained herein which that may be defective or inconsistent with any other provisions herein, ; (iii) to shorten or lengthen any time period hereunderhereunder (which lengthening or shortening, following the first occurrence of an event set forth in clauses (i) and (ii) of the first proviso to Section 23(a) hereof, shall be effective only if there are Independent Directors and shall require the concurrence of a majority of such Independent Directors, or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Rights Certificates (so long other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the duties, liabilities and indemnifications of the Rights Agent are not affected)then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which that states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1826, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything contained in this Agreement to the contraryContrary, no supplement or Amendment amendment shall be made which increases changes the period Redemption Price, the Final Expiration Date, the Purchase Price or the number of time remaining until 1/1,000ths of a share of Preferred Stock for which a Right is exercisable. Prior to the Maturity Time or terminates Distribution Date, the Rights or makes the Rights subject to redemption without the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority Common Stock of the issued and outstanding Rights has been obtained with respect to such amendmentCompany.

Supplements and Amendments. Subject The Company may from time to -------------------------- time, by Action of the last sentence Board of this Section 18Directors, if the Company so directs, the Company and the Rights Agent shall supplement or amend this Rights Agreement without the approval of any holders of Rights Right Certificates in order (ia) to cure any ambiguity, (iib) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iiic) to shorten or lengthen any time period hereunderhereunder (including without limitation to extend the Final Expiration Date), (d) increase or decrease the Purchase Price, or (ive) to change or supplement or amend the provisions hereunder in any manner which the Company may deem necessary or desirable; provided, however, -------- ------- that from and after such time as any Person becomes an Acquiring Person, this Rights Agreement shall not be amended in any manner which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, would adversely affect the interests of the holders of Rights; provided further that this Rights Agreement may not be supplemented or amended to lengthen pursuant to clause (so long c) of this sentence, (A) the time period relating to the when the Rights may be redeemed at such time as the dutiesRights are not then redeemable, liabilities and indemnifications or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of the Rights; provided further that the Company shall have the right to make unilaterally any changes necessary to facilitate the appointment of a successor Rights Agent are Agent, which such changes shall be set forth in a writing by the Company or by the Company and such successor Rights Agent. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person, by Action of the Board of Directors, amend this Rights Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 20% to not affected)less than the greater of (i) any percentage greater than the largest percentage of the Voting Power of the Company then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, or any employee benefit plan or compensation arrangement of the Company or any Subsidiary of the Company, and any entity holding securities of the Company to the extent organized, appointed or established by the Company or any such Subsidiary for or pursuant to the terms of any such employee benefit plan or compensation arrangement or any Excepted Person) together with all Affiliates and Associates of such Person and (ii) 10%. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement to the contrary, no supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent of the holders of a majority of the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendment.

Supplements and Amendments. Subject Prior to the last Distribution Date and subject to the penultimate sentence of this Section 18, if the Company so directs26, the Company and the Rights Agent shall shall, if the Company so ---------- directs, supplement or amend any provision of this Agreement without the approval of any holders of Rights Certificates. From and after the Distribution Date and subject to the penultimate sentence of this Section 26, the Company and ---------- the Rights Agent shall, if the Company so directs, supplement, amend, remove any provision of this Agreement without approval of any holders of Rights in order: (i) to cure any ambiguity, ; (ii) to correct or supplement any provision contained herein which that may be defective or inconsistent with any other provisions herein, ; (iii) to shorten or lengthen any time period hereunderhereunder (which lengthening or shortening, following the first occurrence of an event set forth in clauses (i) and (ii) of the first provision to Section 23(a) hereof, shall be effective only ------------- if approved by at least 70 percent of the then members of the Board); or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Rights Certificates (so long other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement -------- may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the duties, liabilities and indemnifications of the Rights Agent are not affected)then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states and an opinion of counsel reasonably acceptable to the Rights Agent that state that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1826, the ---------- Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of amendment unless the Rights Agent to execute shall have determined in good faith that such supplement or amendment shall not would adversely affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereofits interests under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or Amendment amendment shall be made which increases changes the period Redemption Price, the Final Expiration Date, the Purchase Price or the number of time remaining until 1/1,000ths of Preferred Shares for which a Right is exercisable. Prior to the Maturity Time or terminates Distribution Date, the Rights or makes the Rights subject to redemption without the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority Common Shares of the issued and outstanding Rights has been obtained with respect to such amendmentCompany.

Supplements and Amendments. Subject The Company may from time to the last sentence of this Section 18, if the Company so directs, the Company and the Rights Agent shall -------------------------- time supplement or amend this Agreement without the approval of any holders of Rights (i) Right Certificates in order to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) or to shorten or lengthen make any time period hereunder, or (iv) other provisions with respect to supplement or amend the provisions hereunder in any manner Rights which the Company may deem necessary or desirable, which any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that, from and after such time as any Person becomes -------- ------- an Acquiring Person, this Agreement shall not, not be amended in the good faith determination of the Board of Directors of the Company, any manner which would adversely affect the interests of the holders of Rights (so long as the duties, liabilities and indemnifications of the Rights Agent are not affected)Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827 and, provided such supplement or amendment does not change or increase the Rights Agent's duties, liabilities or obligations hereunder, the Rights Agent shall execute such supplement or amendment. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Section 1(a) and 3(a) hereof to not less than 10% (the "Reduced Threshold"); provided, however, that no Person who beneficially owns a number of Common -------- ------- Shares equal to or greater than the failure or refusal Reduced Threshold shall become an Acquiring Person unless such Person shall, after the public announcement of the Rights Agent to execute such supplement or amendment shall not affect Reduced Threshold, increase its beneficial ownership of the validity then outstanding Common Shares (other than as a result of any supplement or amendment adopted an acquisition of Common Shares by the Company, any ) to an amount equal to or greater than the greater of which shall be effective in accordance with (x) the terms thereof. Notwithstanding anything in this Agreement to Reduced Threshold or (y) the contrary, no supplement or Amendment shall be made which increases sum of (i) the period lowest beneficial ownership of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent such Person as a percentage of the holders outstanding Common Shares as of a majority any date on or after the date of the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement public announcement of the Company, the Spin-Off Entity and the Rights Agent if the consent of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentReduced Threshold plus (ii) .

Supplements and Amendments. Subject The Company may from time to the last sentence of time supplement or amend this Section 18, if the Company so directs, Agreement (which supplement or amendment shall be evidenced by a writing signed by the Company and the Rights Agent shall supplement or amend this Agreement Agent) without the approval of any holders of Rights (i) Right Certificates in order to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten make any other provisions in regard to matters or lengthen any time period questions arising hereunder, or (iv) to supplement add, delete, modify or otherwise amend the provisions hereunder in any manner provision, which the Company may deem necessary or desirable, including without limitation extending the Final Expiration Date and, provided that at the time of such amendment or supplement the Distribution Date has not occurred, the period during which the Rights may be redeemed; PROVIDED, HOWEVER, that, from and after such time as any Person becomes an Acquiring Person, any such amendment or supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not materially and adversely affect the interests of the holders of Rights (so long as Right Certificates. Without limiting the dutiesforegoing, liabilities and indemnifications the Board of the Rights Agent are not affected). Upon the delivery of a certificate from an officer Directors of the Company which states that may by resolution adopted at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the proposed supplement or Amendment is threshold set forth in compliance with the terms definitions of this Section 18, Acquiring Person and Distribution Date herein from 15% to a percentage not less than the Rights Agent shall execute such supplement or amendment; provided, however, that greater of any percentage greater than the failure or refusal largest percentage of the Rights Agent outstanding Voting Shares then known to execute such supplement or amendment shall not affect the validity of Company to be beneficially owned by any supplement or amendment adopted by Person (other than the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement to the contrary, no supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent of the holders of a majority of the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement Subsidiary of the Company, the Spin-Off Entity and the Rights Agent if the consent any employee benefit plan of the holders Company or of a majority any Subsidiary of the issued and outstanding Rights has been obtained Company, or any trustee of or fiduciary with respect to any such amendmentplan when acting in such capacity), and 10% if the Board of Directors shall determine that a Person whose interests are adverse to the Company and its stockholders may seek to acquire control of the Company.

Supplements and Amendments. Subject Prior to the last sentence earlier of the Distribution Date or the Shares Acquisition Date and subject to the other provisions of this Section 1827, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement as the Company may deem necessary or desirable without the approval of any holders of certificates representing Common Shares. From and after the earlier of the Distribution Date or the Shares Acquisition Date and subject to the other provisions of this Section 27, the Company and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders holder of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunderhereunder (which shortening or lengthening, following the first occurrence of an event set forth in clauses (i) and (ii) of the first proviso to Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors), or (iv) to change or supplement or amend the provisions hereunder hereof in any manner which the Company may deem desirable, necessary or desirable and which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person, an Adverse Person or any Affiliate or Associate of an Acquiring Person or an Adverse Person); provided, however, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and the benefits to, the holders of Rights (so long as the dutiesother than an Acquiring Person, liabilities and indemnifications an Adverse Person or any Affiliate or Associate of the Rights Agent are not affectedan Acquiring Person or Adverse Person). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything contained in this Agreement to the contrary, no supplement or Amendment amendment shall be made on or after the Distribution Date which increases changes the period Redemption Price, the Final Expiration Date, the Exercise Price or the number of time remaining until the Maturity Time one one-hundredths of a Preference Share for which a Right is exercisable or terminates which affects any right vested in the Rights Agent. Prior to earlier of the Distribution Date or makes the Rights subject to redemption without Shares Acquisition Date, the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority of Common Shares. Notwithstanding any other provision hereof, the issued and outstanding Rights has been Agent's consent must be obtained with respect regarding any amendment or supplement pursuant to such amendmentthis Section 27 which alters the Rights Agent's rights, obligations or duties.

Supplements and Amendments. Subject The Company may from time to time, and the last sentence of this Section 18, Rights Agent shall if the Company so directs, the Company and the Rights Agent shall supplement or amend this Agreement without the approval of any holders of Rights (i) in order to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) or to shorten make any change to or lengthen delete any time period hereunder, provision hereof or (iv) to supplement or amend adopt any other provisions with respect to the provisions hereunder in any manner Rights which the Company may deem necessary or desirable; provided, however, that, from and after the Distribution Date, this Agreement shall not be amended or supplemented in any manner which supplement or amendment shall not, in the good faith determination of the Board of Directors of the Company, would adversely affect the interests of the holders of Rights (so long as other than an Acquiring Person and its Affiliates and Associates). Without limiting the dutiesforegoing, liabilities and indemnifications the Company may at any time prior to any Person becoming an Acquiring Person amend this Agreement to lower the thresholds set forth in Section 1.1 to not less than 4.0% (the Reduced Threshold); provided, further, that no Person who, at the time of the amendment setting a Reduced Threshold, Beneficially Owns a number of shares of Common Stock equal to or greater than the Reduced Threshold shall become an Acquiring Person unless such Person shall, after the public announcement of the Reduced Threshold, increase its Beneficial Ownership of the then outstanding shares of Common Stock (other than as a result of an acquisition of shares of Common Stock by the Company) to an amount equal to or greater than the greater of (x) the Reduced Threshold or (y) the sum of (i) the lowest Beneficial Ownership of such Person as a percentage of the outstanding shares of Common Stock as of any date on or after the date of the public announcement of such Reduced Threshold plus (ii) 0.001%. Any supplement or amendment authorized by this Section 27 will be evidenced by a writing signed by the Company and the Rights Agent are not affected)Agent. Upon the delivery of a certificate from an the chief executive officer of the Company which or chief financial officer that states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, an authorized signatory of the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding notwithstanding anything in this Agreement to the contrary, no supplement, modification or amendment will be effective without the execution of such supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates amendment by the Rights or makes the Rights subject to redemption without the consent of the holders of a majority of the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity Agent and the Rights Agent if the consent of the holders of a majority of the issued and outstanding Rights shall have no duty to execute such supplement, amendment or modification to this Agreement that it has been obtained with respect to such amendmentdetermined would adversely affect its own rights, duties, obligations or immunities under this Agreement.

Supplements and Amendments. Subject Prior to the last Distribution Date and subject to the penultimate sentence of this Section 1827, the Company may by resolution of its Board of Directors (which resolution shall be effective only with the concurrence of a majority of the Continuing Directors and only if the Continuing Directors constitute a majority of the number of directors then in office) and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Common Stock. From and after the Distribution Date and subject to the penultimate sentence of this Section 27, the Company may by resolution of its Board of Directors (which resolution shall be effective only with the concurrence of a majority of the Continuing Directors and only if the Continuing Directors constitute a majority of the number of directors then in office) and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirable, which supplement necessary or amendment shall notdesirable and which, in the good faith determination case of the Board of Directors of the Companythis clause (iv), shall not adversely affect the interests of the holders of Rights Certificates (so long other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, however, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the duties, liabilities and indemnifications of the Rights Agent are not affected)then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything contained in this Agreement to the contrary, no supplement or Amendment amendment shall be made which increases changes the period Redemption Price, the Final Expiration Date, the Purchase Price or the number of time remaining until one one-thousandths of a share of Preferred Stock for which a Right is exercisable. Prior to the Maturity Time or terminates Distribution Date, the Rights or makes the Rights subject to redemption without the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentCommon Stock.

Supplements and Amendments. Subject The Company may from time to the last sentence of this Section 18, if the Company so directs, the Company and the Rights Agent shall time supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein herein, which may be defective or inconsistent with any other provisions herein, or (iii) or to shorten or lengthen make any time period hereunder, or (iv) other provisions with respect to supplement or amend the provisions hereunder in any manner New Rights which the Company may deem necessary or desirable, which any such supplement or amendment shall notto be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement may not be amended in the good faith determination of the Board of Directors of the Company, any manner which would adversely affect the interests of the holders of New Rights (so long other than an Acquiring Person or an Affiliate or Associate thereof). Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the duties, liabilities thresholds set forth in the definition of "Acquiring Person" in Section l and indemnifications the thresholds set forth in Section 3(a) to not less than the greater of (A) the sum of .001% and the largest percentage of the Rights Agent are not affected)outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any entity holding Common Shares for or pursuant to the terms of any such plan) and (B) 10%. Upon the delivery of a certificate from an executive officer of the Company which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, provided that such supplement or amendment does not adversely affect the failure rights or refusal obligations of the Rights Agent to execute such supplement under Section 18 or amendment shall not affect the validity Section 20 of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereofthis Agreement. Notwithstanding anything in this Agreement Prior to the contraryDistribution Date, no supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent interests of the holders of a majority of New Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentCommon Shares.

Supplements and Amendments. Subject Prior to the last sentence Distribution Date, the -------------------------- Company and the Rights Agent shall, if so directed by the Company, supplement or amend any provision of this Section 18Agreement, if without the Company so directsapproval of any holders of certificates representing the Common Stock. From and after the Distribution Date, the Company and the Rights Agent shall shall, if so directed by the Company, supplement or amend this Agreement Agreement, without the approval of any holders of the Rights or the Rights Certificates, in order: (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions provision herein, (iii) to shorten or lengthen any time period specified hereunder, or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirablenecessary or desirable and which shall not adversely affect, which supplement or amendment shall not, in the good faith determination of the Board of Directors of as determined by the Company, adversely affect the interests of the holders of the Rights or the Rights Certificates (so long as the dutiesother than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, liabilities and indemnifications however, that this Agreement may not be -------- ------- supplemented or amended pursuant to clause (iii) of this sentence (A) to lengthen any time period unless (1) approved by a majority of the Disinterested Directors, and (2) such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the registered holders of the Rights, or (B) to lengthen any time period relating to when the Rights Agent may be redeemed if at such time the Rights are not affected)then redeemable. Upon the delivery of a certificate from an appropriate officer of the Company which states stating that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement Prior to the contraryDistribution Date, no supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent interests of the holders of a majority of the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if shall be deemed coincident with the consent interests of the holders of a majority the Common Stock of the issued and outstanding Company. Notwithstanding any other provision hereof, the Rights has been Agent's consent, which consent shall not be unreasonably withheld, must be obtained with respect regarding any amendment or supplement pursuant to such amendmentthis Section 27 which alters the Rights Agent's rights or duties.

Supplements and Amendments. Subject Prior to the last Distribution Date and subject to the penultimate sentence of this Section 1827, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Company Common Stock; provided, however, that any supplement or amendment which changes the rights and duties of the Rights Agent under this Agreement shall be effective only with the consent of the Rights Agent. From and after the Distribution Date and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement or amend the provisions hereunder in any manner which the Company may deem desirablenecessary or desirable and which shall be consistent with, which supplement or amendment shall notand for the purpose of fulfilling, in the good faith determination objectives of the Board of Directors of the Companyadopting this Agreement; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended in any manner which would adversely affect the interests of the holders of Rights, and provided, however, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) subject to Section 31 hereof, a time period relating to when the Rights (so long may be redeemed at such time as the duties, liabilities and indemnifications of the Rights Agent are not affected)then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to change the Purchase Price hereunder. Upon the delivery of a certificate from an appropriate officer of the Company or, so long as any Person is an Acquiring Person hereunder, from the Board of Directors which states that the proposed supplement or Amendment amendment is in compliance with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything contained in this Agreement to the contrary, no supplement or Amendment amendment shall be made which increases changes the period Redemption Price, the Purchase Price, the Expiration Date or the number of time remaining until the Maturity Time or terminates the Rights or makes the Rights subject to redemption Units of Preferred Stock for which a Right is exercisable without the consent approval of the Board of Directors. Prior to the Distribution Date, the interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentCompany Common Stock.

Supplements and Amendments. Subject The Company may from time to the last sentence of this Section 18, if the Company so directs, the Company and the Rights Agent shall time supplement or amend this Agreement without the approval of any holders of Rights (i) Right Certificates in order to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) or to shorten make any change to or lengthen delete any time period hereunder, provision hereof or (iv) to supplement or amend adopt any other provisions with respect to the provisions hereunder in any manner Rights which the Company may deem necessary or desirable, which any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; PROVIDED, HOWEVER, that, from and after such time as any Person becomes an Acquiring Person, this Agreement shall not, not be amended or supplemented in the good faith determination of the Board of Directors of the Company, any manner which would adversely affect the interests of the holders of Rights (so long other than an Acquiring Person and its Affiliates and Associates). Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the dutiesthresholds set forth in Sections 1(a) and 3(a) hereof to not less than 10% (the “REDUCED THRESHOLD”); PROVIDED, liabilities and indemnifications HOWEVER, that no Person who beneficially owns a number of Common Shares equal to or greater than the Reduced Threshold shall become an Acquiring Person unless such Person shall, after the public announcement of the Rights Agent are not affected)Reduced Threshold, increase its beneficial ownership of the then outstanding Common Shares (other than as a result of an acquisition of Common Shares by the Company) to an amount equal to or greater than the greater of (x) the Reduced Threshold or (y) the sum of (i) the lowest beneficial ownership of such Person as a percentage of the outstanding Common Shares as of any date on or after the date of the public announcement of such Reduced Threshold plus (ii) .001%. Upon the delivery of a certificate from an appropriate officer of the Company which and, if requested by the Rights Agent, an opinion of counsel, that states that the proposed supplement or Amendment is in compliance amendment complies with the terms of this Section 1827, the Rights Agent shall execute such supplement or amendment; provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not affect the validity of any supplement or amendment adopted by the Company, any of which shall be effective in accordance with the terms thereof. Notwithstanding anything contained in this Agreement to the contrary, no the Rights Agent may, but shall not be obligated to, enter into any supplement or Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates amendment that affects the Rights Agent’s own rights, duties, obligations or makes immunities under this Agreement. Prior to the Rights subject to redemption without Distribution Date, the consent interests of the holders of a majority of Rights shall be deemed coincident with the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent interests of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentCommon Shares.

Supplements and Amendments. Subject (a) The Company may from time to the last sentence of this Section 18, if the Company so directs, the Company and the Rights Agent shall time supplement or amend this Agreement without the approval of any holders of Rights (i) Right Certificates in order to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) or to shorten or lengthen make any time period hereunder, or (iv) other provisions with respect to supplement or amend the provisions hereunder in any manner Rights which the Company may deem necessary or desirable, which any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that, from and after such time as any Person becomes an Acquiring Person, this Agreement shall not, not be amended in the good faith determination of the Board of Directors of the Company, any manner which would adversely affect the interests of the holders of Rights (so long as Rights. Without limiting the dutiesforegoing, liabilities and indemnifications of the Rights Agent are not affected). Upon the delivery of a certificate from an officer of the Company which states that may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the proposed supplement or Amendment is thresholds set forth in compliance with Section 1(a) hereof to not less than 10% (the terms of this Section 18, the Rights Agent shall execute such supplement or amendment“Reduced Threshold”); provided, however, that the failure or refusal no Person who Beneficially Owns a number of Common Shares of the Rights Agent Company equal to execute or greater than the Reduced Threshold shall become an Acquiring Person unless such supplement or amendment shall not affect Person shall, after the validity public announcement of any supplement or amendment adopted the Reduced Threshold, increase its Beneficial Ownership of the then outstanding Common Shares of the Company (other than as a result of an acquisition of Common Shares by the Company) to an amount equal to or greater than the greater of (x) the Reduced Threshold or (y) the sum of (i) the lowest Beneficial Ownership of such Person as a percentage of the outstanding Common Shares as of any date on or after the date of the public announcement of such Reduced Threshold plus (ii) 0.001%. (b) At least one time prior to each successive two year anniversary of the date of this Agreement, any a committee of which at least two or more independent directors of the Company (the “Committee”) shall be effective in accordance with meet to review and evaluate the terms thereof. Notwithstanding anything in and conditions of this Agreement in order to consider whether the maintenance of this Agreement continues to be in the best interests of the Company and its shareholders, including whether the termination or modification of this Agreement is in the best interests of the Company and its shareholders, and to make a recommendation based on such review to the contraryfull Board. Such committee, no supplement or Amendment when reviewing the terms and conditions of this Agreement, shall be made which increases have the period of time remaining until power and authority (x) to set its own agenda and to retain at the Maturity Time or terminates the Rights or makes the Rights subject to redemption without the consent expense of the holders Company its choice of a majority legal counsel, investment bankers and other advisors, and (y) to review all information of the issued Company and outstanding Rights, and this Agreement may be amended in to consider all factors it deems relevant to any respect upon the agreement of the Company, the Spin-Off Entity and the Rights Agent if the consent of the holders of a majority of the issued and outstanding Rights has been obtained with respect to such amendmentreview.