Common use of Consolidation, Merger or Sale or Transfer Clause in Contracts

Consolidation, Merger or Sale or Transfer. of Assets or Earning Power. (a) In the event that, following the Stock Acquisition Date, directly or indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate with, or merge with or into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be converted into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries, taken as a whole (any such event being a "Section 13 Event"), then, and in each such case, proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e), shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price, such number of validly authorized and issued, fully paid and non-assessable shares of Common Stock of the Principal Party, which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of Units of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the current market price (determined pursuant to Section 11(d)) per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of

Consolidation, Merger or Sale or Transfer. of Assets or Earning Power. (a) In the event that, following the Stock Acquisition Date, directly or indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which that complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which that complies with Section 11(o)) shall consolidate with, or merge with or into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be converted into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries, taken as a whole (any such event described in clause (x), (y) or (z) being a "Section 13 Event"), then, and in each such case, proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e), shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price, such number of validly authorized and issued, fully paid and non-assessable shares of Common Stock of the Principal Party, which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of Units of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the current market price (determined pursuant to Section 11(d)) per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number ofin

Consolidation, Merger or Sale or Transfer. of Assets or Earning Power. (a) In the event that, following the Stock Acquisition Date, directly or indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which that complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which that complies with Section 11(o)) shall consolidate with, or merge with or into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be converted into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries, taken as a whole (any such event described in clause (x), (y) or (z) being a "Section 13 Event"), then, and in each such case, proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e), shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price, such number of validly authorized and issued, fully paid and non-assessable shares of Common Stock of the Principal Party, which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of Units of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii11(a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the current market price (determined pursuant to Section 11(d)) per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number ofPurchase

Consolidation, Merger or Sale or Transfer. of Assets or ------------------------------------------------------ Earning Power. (a) In the event that, on or following the Stock Shares Acquisition ------------- Date, directly or indirectly, either (x) the Company Corporation shall consolidate with, or merge with and into, any Interested Stockholder or, if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) Corporation shall consolidate with, or merge with with, any Interested Stockholder or, if in such merger or intoconsolidation all holders of Common Stock are not treated alike, the Companyany other Person, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger and(other than, in connection with such a case of any transaction described in (x) or (y), a merger or consolidation or merger, which would result in all or part of the securities generally entitled to vote in the election of directors ("voting securities") of the Corporation ----------------- outstanding shares of Company Common Stock shall be immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into or exchanged for stock or other securities of any other Person the surviving entity) all of the voting securities of the Corporation or cash such surviving entity outstanding immediately after such merger or any other propertyconsolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company Corporation shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company Corporation and its Subsidiaries, Subsidiaries (taken as a whole (any such event being a "Section 13 Event"), then, and in each such case, proper provision shall be made so that: (iwhole) each holder of a Right, except as provided in Section 7(e), shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price, such number of validly authorized and issued, fully paid and non-assessable shares of Common Stock of the Principal Party, which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of Units of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the current market price (determined pursuant to Section 11(d)) per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number ofInterested

Consolidation, Merger or Sale or Transfer. of Assets or Earning Power. (a) In the event that, on or following the Stock Shares Acquisition Date, directly or indirectly, either (xi) the Company shall consolidate with, or merge with and into, any Interested Stockholder or, if in such merger or consolidation all holders of Common Shares are not treated alike, any other Person Person, (other than a Subsidiary of ii) the Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate with, or merge with with, any Interested Stockholder or, if in such merger or intoconsolidation all holders of Common Shares are not treated alike, the Companyany other Person, and the Company shall be the continuing or surviving corporation of such consolidation or merger and(other than, in connection with such a case of any transaction described in clause (i) or (ii) above of this Section 13(a), a merger or consolidation or merger, which would result in all or part of the securities generally entitled to vote in the election of directors ("voting securities") of the Company outstanding shares of Company Common Stock shall be immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into or exchanged for stock or other securities of any other Person the surviving entity) all of the voting securities of the Company or cash such surviving entity outstanding immediately after such merger or any other propertyconsolidation and the holders (and relative percentage holdings of each such holder) of such securities not having changed as a result of such merger or consolidation), or (ziii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries, Subsidiaries (taken as a whole whole) to any Interested Stockholder or Stockholders or, if in such transaction all holders of Common Shares are not treated alike, any other Person, (other than the Company or any such event being a "Subsidiary of the Company in one or more transactions each of which does not violate Section 13 Event"11(o) hereof), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision shall be made so that: that (iA) each holder of a Right, except as provided in Section 7(e)) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of validly authorized and issued, fully paid and non-assessable shares of freely tradable Common Stock Shares of the Principal PartyParty (as hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of Units one one-thousandths of a Preferred Stock Share for which a Right is then exercisable immediately prior (without taking into account any adjustment previously made pursuant to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrencehereof) and dividing that product by (2) dividing that product (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d)) per share of the Common Stock of such Principal Party hereof) on the date of consummation of such Section 13 Event; (iiB) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iiiC) the term "Company" shall, for all purposes of this Agreement, shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (ivD) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number ofof its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer. of Assets or ------------------------------------------------------ Earning Power. (a) In the event (a "Section 13 Event") that, following the ------------- Stock Acquisition DateTime, directly or indirectly, either (x) the Company shall - consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), ) hereof) and the Company shall not be the surviving or continuing or surviving corporation of such merger, consolidation or mergercombination, (y) any Person (other - than a Subsidiary of the Company in a transaction which complies with Section 11(o)) hereof) shall consolidate withwith the Company, or merge with or into, and into the Company, and the Company shall be the surviving or continuing or surviving corporation of such merger or consolidation or merger and, in connection with such consolidation or mergertherewith, all or part of the outstanding shares of Company Common Stock shall be converted changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, or (z) the Company - shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets, cash flow or earning power aggregating more than 50% of the assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole and calculated on the basis of the Company's most recent regularly prepared financial statement) to any other Person or Persons (other than the Company or any Subsidiary of its Subsidiaries the Company in one or more transactions each of which complies with Section 11(o)), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries, taken as a whole (any such event being a "Section 13 Event") hereof), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision shall be made so that: that (i) each holder of a Right, Right - (except as otherwise provided in Section 7(e), ) hereof) shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase PricePrice in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, nonassessable and non-assessable freely tradable shares of Common Stock of the Principal PartyParty (as hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of call, rights of first refusal, transfer restrictions refusal or other adverse claims, as shall be equal to the result obtained by (1A) - multiplying the then current Purchase Price by the number of Units one one-thousandths of a share of Preferred Stock for which a Right is was exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units one one-thousandths of a share of Preferred Stock for which a Right would be was exercisable hereunder but for immediately prior to the first occurrence of such a Section 1l (a)(ii11(a)(ii) Event by the Purchase Price which would be in effect hereunder but for immediately prior to such first occurrence) ), and (2) dividing that product (which, following the fast first occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by (B) 50% of the current market price - Current Market Price per share of Common Stock of such Principal Party (determined pursuant to Section 11(d)) per share of the Common Stock of such Principal Party hereof) on the date of consummation of such Section 13 Eventmerger, consolidation, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of--

Consolidation, Merger or Sale or Transfer. of Assets or Earning PowerOF ASSETS OR EARNING -------------------------------------------------------------- POWER. (a) In the event that, following the Stock Acquisition Dateevent, directly or indirectly, either at any time after a Person has ----- become an Acquiring Person, (xa) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (yb) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate withwith the Company, or merge with or into, and into the Company, Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock Shares shall be converted changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (zc) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries, Subsidiaries (taken as a whole (whole) to any such event being a "Section 13 Event")other Person other than the Company or one or more of its wholly-owned Subsidiaries, then, and in each such case, proper provision shall be made so that: that (i) each holder of a Right, Right (except as otherwise provided in Section 7(e), herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase PricePrice multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of validly authorized and issued, fully paid and non-assessable shares Common Shares of Common Stock of such other Person (including the Principal Party, which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions Company as successor thereto or other adverse claims, as the surviving corporation) as shall be equal to the result obtained by (1A) multiplying the then current Purchase Price by the number of Units one one-hundredths of a Preferred Stock Share for which a Right is then exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product by (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this AgreementB) by 50% of the then current per share market price of the Common Shares of such other Person (determined pursuant to Section 11(d)11 (d) per share of the Common Stock of such Principal Party hereof) on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer; (ii) the issuer of such Principal Party Common Shares shall thereafter be liable for, and shall assume, assume by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Eventissuer; and (iv) such Principal Party issuer shall take such steps (including, but not limited to, the reservation of a sufficient number ofnot

Consolidation, Merger or Sale or Transfer. of Assets or Earning Power. (a) In the event that, following the Stock Acquisition Date, directly or indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) hereof) shall consolidate with, or merge with or into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be converted into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)) hereof), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries, Subsidiaries (taken as a whole whole) (any such event being a "Section 13 Event"), then, and in each such case, proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e)) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price, such number of validly authorized and issued, fully paid and non-assessable shares of Common Stock of the Principal PartyParty (as such term is hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of Units of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii11(a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the fast first occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the current market price (determined pursuant to Section 11(d)) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number ofof shares of its Common Stock) in connection with the consummation of any such transaction as may be necessary to ensure that the provisions of this Agreement shall thereafter be applicable to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no further effect following the first occurrence of any Section 13 Event.

Consolidation, Merger or Sale or Transfer. of Assets or Earning Power. (a) In the event that, following the Stock Acquisition Date, directly or indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))Person, and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate with, or merge with or into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be converted changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or a series of related transactions, assets, cash flow or earning power aggregating more than 50% of the assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one or more transactions, assets or earning power aggregating more than 50% Subsidiary of the assets or earning power of the Company and its Subsidiaries, taken as a whole (any such event being a "Section 13 Event"Company), then, and in each such casecase (except an may be contemplated by Section 13(d) hereof), proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e)) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase PricePrice in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid and paid, non-assessable and freely tradeable shares of Common Stock common stock of the Principal PartyParty (as such term is hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions refusal or other adverse claims, claims as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of Units shares of Preferred Common Stock for which a Right is exercisable by such holder immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii11(a)(ii) Event has occurred prior to the Section 13(a) Event, multiplying the Purchase Price in effect immediately prior to this first occurrence of such event set forth in Section 11(a)(ii)(A) or (B) by the number of shares of Common Stock for which a Right was exercisable immediately prior to such first occurrence) and dividing that product (such product, following the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii13(a) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the fast occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by (2) 50% of the current market price (determined pursuant to Section 11(d)) hereof with respect to the Common Stock) per share of the Common Stock common stock of such Principal Party on the date of consummation of such the Section 13 13(a) Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number ofof shares of its common stock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of common stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event. (b) "Principal Party" shall mean (i) in the case of any transaction described in clause (x) or (y) of the first sentence of Section 13(a), the Person that is the issuer of any securities into which shares of Common Stock of the Company are converted in such merger or consolidation, and if no securities are so issued, the Person that is the other party to such merger or consolidation; and (ii) in the case of any transaction described in clause (z) of the first sentence of Section 13(a), the Person that is the party receiving the greatest portion of the assets or earning power transferred pursuant to such transaction or transactions; provided, however, that in any such case, (1) if the common stock of such Person is not at such time and has not been continuously over the preceding twelve (12) month period registered under Section 12 of the Exchange Act, and such Person is a direct or indirect Subsidiary of another Person the common stock of which is and has been so registered, "Principal Party" shall refer to such other Person; and (2) in case such Person is a Subsidiary, directly or indirectly, of more than one Person, the common stocks of two or more of which are and have been so registered, "Principal Party" shall refer to whichever of such Persons is the issuer of the common stock having the greatest aggregate market value. (c) The Company shall not consummate any such consolidation, merger, sale or transfer unless the Principal Party shall have a sufficient number of autho-rized shares of its common stock which have not been issued or reserved for issuance to permit the exercise in full of the Rights in accordance with this Section 13 and unless prior thereto the Company and such Principal Party shall have executed and delivered to the Rights Agent a supplemental agreement providing for the terms set forth in paragraphs (a) and (b) of this Section 13 and further providing that, as soon as practicable after the date of any consolidation, merger or sale of assets mentioned in paragraph (a) of this Section 13, the Principal Party will: (i) prepare and file a registration statement under the Securities Act, with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and will use its best efforts to cause such registration statement to (A) become effective as soon as practicable after such filing and (B) remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the Expiration Date; and (ii) will deliver to holders of the Rights historical financial statements for the Principal Party and each of its Affiliates which comply in all respects with the requirements for registration on Form 10 under the Exchange Act. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers. In the event that a Section 13 Event shall occur at any time after the occurrence of a Section 11(a)(ii) Event, the Rights which have not theretofore been exercised shall thereafter become exercisable in the manner described in Section 13(a). (d) Notwithstanding anything in this Agreement to the contrary, Section 13 shall not be applicable to a transaction described in subparagraphs (x) and (y) of Section 13(a) if (i) such transaction is consummated with a Person or Persons who acquired shares of Common Stock pursuant to a cash tender offer for all outstanding shares of Common Stock which complies with the provisions of Section 11(a)(ii)(B) hereof (or a wholly owned Subsidiary of any such Person or Persons), (ii) the price per share of Common Stock offered in such transaction is not less than the price per share of Common Stock paid to holders of shares of Common Stock whose shares were purchased pursuant to such tender offer, and (iii) the form of consideration being offered to the remaining holders of shares of Common Stock pursuant to such transaction is the same as the form of consideration paid pursuant to such tender offer. Upon consummation of any such transaction contemplated by this Section 13(d), all Rights hereunder shall expire. Section 14.

Consolidation, Merger or Sale or Transfer. of Assets --------------------------------------------------- or Earning Earnings Power. (a) In Except pursuant to a transaction approved in advance by ----------------- the event thatGeneral Partner, following in the Stock Acquisition Dateevent, directly or indirectly, either at any time after any Person has become an Acquiring Person, (xi) the Company Partnership shall consolidate with, or merge with and into, into any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (yii) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate withwith the Partnership, or any Person shall merge with or into, and into the Company, Partnership and the Company Partnership shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock Units shall be converted changed into or exchanged for stock common stock, limited partnership interests or other securities of any other Person (or of the Partnership) or cash or any other property, or (ziii) the Company Partnership shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company Partnership and its Subsidiaries, Subsidiaries (taken as a whole whole) to any other Person (any such event being a "Section 13 Event"other than the Partnership or one or more of its wholly-owned Subsidiaries), then, and in each then upon the first occurrence of such caseevent, proper provision shall be made so that: (iA) each holder of record of a Right, except as provided in Right (other than Rights which have become void pursuant to Section 7(e11(a)(ii), ) shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price, such number of validly authorized and issued, fully paid and non-assessable shares of Common Stock of the Principal Party, which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions or other adverse claims, as shall be a price equal to the result obtained by (1) multiplying the then current Purchase Price multiplied by the number of Units of Preferred Stock for which a Right is was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first occurrence of a Section 13 Event became an Acquiring Person (or, if a Section 1l (a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the current market price (determined pursuant to Section 11(d)) per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Event; (ii) such Principal Party shall each as subsequently adjusted thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number ofpursuant

Consolidation, Merger or Sale or Transfer. of Assets or Earning Power. (a) In the event that, following the Stock Acquisition Date, directly or indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which that complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which that complies with Section 11(o)) shall consolidate with, or merge with or into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be converted into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries, taken as a whole (any such event described in clause (x), (y) or (z) being a "Section 13 Event"), then, and in each such case, proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e), shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price, such number of validly authorized and issued, fully paid and non-assessable shares of Common Stock of the Principal Party, which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of Units of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the current market price (determined pursuant to Section 11(d)) per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number ofPurchase

Consolidation, Merger or Sale or Transfer. of Assets or ------------------------------------------------------ Earning Power. (a) In the event that, following the Stock Acquisition Dateat any time after a Person becomes an ------------- Acquiring Person, directly or indirectly, either (xi) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (yii) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate withwith the Company, or merge with or into, and into the Company, Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock Shares shall be converted changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (ziii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries, Subsidiaries (taken as a whole (whole) to any such event being a "Section 13 Event")other Person other than the Company or one or more of its wholly-owned Subsidiaries, then, and in each such case, proper provision shall be made so that: that (iA) each holder of a Right, Right (except as otherwise provided in Section 7(e), herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase PricePrice multiplied by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of validly authorized and issued, fully paid and non-assessable shares Common Shares of Common Stock of such other Person (including the Principal Party, which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions Company as successor thereto or other adverse claims, as the surviving corporation) as shall be equal to the result obtained by (1x) multiplying the then current Purchase Price by the number of Units one one-thousandths of a Preferred Stock Share for which a Right is then exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product by (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreementy) by 50% of the then current per share market price of the Common Shares of such other Person (determined pursuant to Section 11(d)) per share of the Common Stock of such Principal Party hereof) on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer; (iiB) the issuer of such Principal Party Common Shares shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iiiC) the term "Company" shall, for all purposes of this Agreement, shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Eventissuer; and (ivD) such Principal Party issuer shall take such steps (including, but not limited to, the reservation of a sufficient number ofof its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the Common Shares thereafter deliverable upon the exercise of the Rights. The Company covenants and agrees that it shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers. For purposes hereof, the "earning power" of the Company and its Subsidiaries shall be determined in good faith by the Company's Board of Directors on the basis of the operating earnings of each business operated by the Company and its Subsidiaries during the three fiscal years preceding the date of such determination (or, in the case of any business not operated by the Company or any Subsidiary during three full fiscal years preceding such date, during the period such business was operated by the Company or any Subsidiary).

Consolidation, Merger or Sale or Transfer. of Assets or Earning Power. (a) In the event that, following the Stock Acquisition Date, directly or indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) hereof) shall consolidate with, or merge with or into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be converted changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries, Subsidiaries (taken as a whole whole) to any Person or Persons (other than the Company or any such event being a "Subsidiary of the Company in one or more transactions each of which complies with Section 13 Event"11(o) hereof), then, and in each such case, proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e)) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase PricePrice in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid and paid, non-assessable and freely tradeable shares of Common Stock of the Principal PartyParty (as such term is hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of Units one one-thousandths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units one one-thousandths of a share for which a Right would be was exercisable hereunder but for immediately prior to the first occurrence of such a Section 1l (a)(ii11(a)(ii) Event by the Purchase Price which would be in effect hereunder but for immediately prior to such first occurrence) ), and (2) dividing that product (which, following the fast first occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by (2) 50% of the current market price (determined pursuant to Section 11(d)11(d)(i) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number ofof shares of its Common Stock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event. (b) "Principal Party" shall mean (i) in the case of any transaction described in clause (x) or (y) of the first sentence of Section 13(a), the Person that is the issuer of any securities into which shares of Common Stock of the Company are converted in such merger or consolidation, and if no securities are so issued, the Person that is the other party to such merger or consolidation; and (ii) in the case of any transaction described in clause (z) of the first sentence of Section 13(a), the Person that is the party receiving the greatest portion of the assets or earning power transferred pursuant to such transaction or transactions; provided, however, that in any such case, (1) if the Common Stock of such Person is not at such time and has not been continuously over the preceding twelve (12) month period registered under Section 12 of the Exchange Act, and such Person is a direct or indirect Subsidiary of another Person the Common Stock of which is and has been so registered, "Principal Party" shall refer to such other Person; and (2) in case such Person is a Subsidiary, directly or indirectly, of more than one Person, the Common Stocks of two or more of which are and have been so registered, "Principal Party" shall refer to whichever of such Persons is the issuer of the Common Stock having the greatest aggregate market value. (c) The Company shall not consummate any such consolidation, merger, sale or transfer unless the Principal Party shall have a sufficient number of authorized shares of its Common Stock which have not been issued or reserved for issuance to permit the exercise in full of the Rights in accordance with this Section 13 and unless prior thereto the Company and such Principal Party shall have executed and delivered to the Rights Agent a supplemental agreement providing for the terms set forth in paragraphs (a) and (b) of this Section 13 and further providing that, as soon as practicable after the date of any consolidation, merger or sale of assets mentioned in paragraph (a) of this Section 13, the Principal Party will (i) prepare and file a registration statement under the Act, with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and will use its best efforts to cause such registration statement to (A) become effective as soon as practicable after such filing and (B) remain effective (with a prospectus at all times meeting the requirements of the Act) until the Expiration Date; and (ii) will deliver to holders of the Rights historical financial statements for the Principal Party and each of its Affiliates which comply in all respects with the requirements for registration on Form 10 under the Exchange Act. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers. In the event that a Section 13 Event shall occur at any time after the occurrence of a Section 11(a)(ii) Event, the Rights which have not theretofore been exercised shall thereafter become exercisable in the manner described in Section 13(a). Section 14.

Consolidation, Merger or Sale or Transfer. of Assets or Earning ------------------------------------------------------ Earnings Power. (a) In the event that, following the Stock Acquisition Dateevent, directly or indirectly, either at any time after -------------- any Person has become an Acquiring Person, (xi) the Company shall consolidate with, or merge with and into, into any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (yii) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate with, or merge with or into, the Company, or any Person shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be converted changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (ziii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries, Subsidiaries (taken as a whole whole) to any other Person (any such event being a "Section 13 Event"other than the Company or one or more of its wholly-owned Subsidiaries), then, and in each then upon the first occurrence of such caseevent, proper provision shall be made so that: (iA) each holder of record of a Right, except as provided in Right (other than Rights which have become void pursuant to Section 7(e11(a)(ii), ) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase PricePrice multiplied by the number of one one-hundredths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(h), 11(i) and 11(m)), in accordance with the terms of this Agreement and in lieu of Preferred Stock, such number of validly authorized and issued, fully paid and non-assessable and freely tradeable shares of Common Stock of the Principal Party, which shares shall Party (as defined herein) not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of Units one one-hundredths of a share of Preferred Stock for which a Right is was exercisable immediately prior to the time that any Person first occurrence of a Section 13 Event became an Acquiring Person (oras subsequently adjusted thereafter pursuant to Sections 11(a)(i), if a Section 1l (a)(ii11(b), 11(c), 11(h), 11(i) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrenceand 11(m)) and (2) dividing that product (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the then current per share market price (determined pursuant to Section 11(d)) per share of the Common Stock of such Principal Party (determined pursuant to Section 11(d)(i) hereof) on the date of consummation of such consolidation, merger, sale or transfer; provided that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 13 Event11(f) of this Agreement to reflect any events occurring in respect of such Principal Party after the date of the such consolidation, merger, sale or transfer; (iiB) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iiiC) the term "Company" shall, for all purposes of this Agreement, shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (ivD) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number ofof its shares of Common Stock in accordance with Section 9 hereof) in connection with such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided that, upon the subsequent occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property.

Consolidation, Merger or Sale or Transfer. of Assets or Earning Power. (a) In the event that, following the Stock Acquisition Dateevent, directly or -------------------------- indirectly, either (xa) the Company shall consolidate with, with or merge with and into, into any other Person (other than a Subsidiary corporation wholly owned by any employee benefit plan of the Company in a transaction which complies with Section 11(o)or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (yb) any Person (other than a Subsidiary corporation wholly owned by any employee benefit plan of the Company, or any entity holding Common Shares of the Company in a transaction which complies with Section 11(o)for or pursuant to the terms of any such plan) shall consolidate with, or merge with or into, and into the Company, Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares Common Shares of the Company Common Stock shall be converted changed into or exchanged for stock or other securities of any other Person (or other securities of the Company) or cash or any other property, (c) the Company shall be a party to a Share Exchange immediately following which the Company is a Subsidiary of any other Person, or (zd) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries, Subsidiaries (taken as a whole (whole) to any such event being a "Section 13 Event")other Person other than the Company or one or more of its wholly-owned Subsidiaries, then, and in each such case, proper provision shall be made so that: that (i) each holder of a Right, except as provided in Section 7(e), Right shall thereafter have the right to receive, upon the exercise thereof at thereof, in accordance with the then current Purchase Priceterms of this Agreement, such number of validly authorized and issuedCommon Shares of such other Person (including the Company as successor thereto or as the surviving corporation), fully paid and nonor, if such Person is a Subsidiary of or controlled by another Person, then the Person which ultimately controls the first-assessable shares of Common Stock of the Principal Party, which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions or other adverse claimsmentioned Person, as shall be equal to the result obtained by (1X) multiplying the then current Purchase Price by the number of Units one one-hundredths of a Preferred Stock Share for which a Right is then exercisable immediately prior (without taking into account any adjustment previously made pursuant to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrencehereof) and (2) dividing that product by (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this AgreementY) by 50% of the current per share market price of the Common Shares of such other Person (determined pursuant to Section 11(d)) per share of the Common Stock of such Principal Party hereof) on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer; (ii) the issuer of such Principal Party Common Shares shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Eventissuer; and (iv) such Principal Party issuer shall take such steps (including, but not limited to, the reservation of a sufficient number ofof its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the Common Shares thereafter deliverable upon the exercise of the Rights; and the Company shall not consummate any such consolidation, merger, Share Exchange, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would substantially diminish or otherwise eliminate the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers.

Consolidation, Merger or Sale or Transfer. of Assets or ------------------------------------------------------ Earning Power. -------------- (a) In the event that, following the Stock Acquisition Date, directly or indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate with, or merge with or into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be converted changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries, Subsidiaries (taken as a whole (whole) to any such event being a "Section 13 Event")Person or Persons, then, and in each such case, the Company and the Principal Party (as such term is herein defined) and its Affiliates and Associates shall make proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e)) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase PricePrice in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, nonassessable and non-assessable freely tradeable shares of Common Stock of the Principal PartyParty (as such term is hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions refusal or other adverse claims, as shall be equal to the result obtained by (1l) multiplying the then current Purchase Price by the number of Units one one-hundredths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units one one-hundredths of a share for which a Right would be was exercisable hereunder but for immediately prior to the first occurrence of such a Section 1l (a)(ii11(a)(ii) Event by the Purchase Price which would be in effect hereunder but for immediately prior to such first occurrence) ), and (2) dividing that product (which, following the fast first occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by (2) 50% of the current market price (determined pursuant to Section 11(d)11(d)(i) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number ofof shares of its Common Stock) in connection with the consummation of any such transactions as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.

Consolidation, Merger or Sale or Transfer. of Assets or Earning PowerOF ASSETS OR EARNING -------------------------------------------------------------- POWER. (a) ----- In the event that, following the Stock Acquisition Date, directly or indirectly, either (xa) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which that complies with Section 11(o)), ) hereof) and the Company shall not be the continuing or surviving corporation Person of such consolidation or merger, (yb) any Person (other than a Subsidiary of the Company in a transaction which that complies with Section 11(o)) hereof) shall consolidate with, or merge with or and into, the Company, and the Company shall be the continuing or surviving corporation Person of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock of the Company shall be converted changed or otherwise transformed into or exchanged for other stock or other securities of any other Person or the Company or cash or any other property, or (zc) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or a series of related transactions, more than 25% of (A) the assets (taken at net asset value as stated on the books of the Company and determined on a consolidated basis in accordance with generally accepted accounting principles consistently applied) or (B) the earning power of the Company and its Subsidiaries (determined on a consolidated basis in accordance with generally accepted accounting principles consistently applied) to any Person or Persons (other than the Company or any Subsidiary of its Subsidiaries the Company in one or more transactions each of which complies with Section 11(o)), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries, taken as a whole (any such event being a "Section 13 Event"), ) hereof) then, from and in each after such caseevent, proper provision shall be made so that: that (i) each holder of a Right, except as provided in Section 7(e)) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase PricePrice in effect at the time of such exercise in accordance with the terms of this Agreement, such number of whole or fractional shares of validly authorized and issued, fully paid and paid, non-assessable shares of assessable, and freely tradeable Common Stock of such other Person (OR in the Principal Partycase of a transaction or series of transactions described in clause (c) above, the Person receiving the greatest amount of the assets or earning power of the Company, OR if the Common Stock of such other Person is not and has not been continuously registered under Section 12 of the Exchange Act for the preceding 12-month period and such Person is a direct or indirect Subsidiary of another Person, that other Person, OR if such other Person is a direct or indirect Subsidiary of more than one other Person, the Common Stock of two or more of which shares shall not be subject to are and have been so registered, such other Person whose outstanding Common Stock has the greatest aggregate value), free and clear of any liens, encumbrances, rights of first refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1x) multiplying the then current Purchase Price in effect immediately prior to the first occurrence of any Common Stock Event described in this Section 13 by the number of Units one one-hundredths of a share of Preferred Stock for which a Right is exercisable immediately prior to the such first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii) Event has occurred and without taking into account any prior adjustment made pursuant to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence11(a)(ii)) and (2y) dividing that product (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the current market price Current Market Price per share (determined pursuant to as defined in Section 11(d)) per share hereof) of the Common Stock of such Principal Party on other Person determined as of the date of consummation of such Section 13 Eventconsolidation, merger, sale, or transfer; (ii) the issuer of such Principal Party Common Stock shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale, or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shallshall thereafter be deemed, for all purposes of this Agreement, thereafter be deemed to refer to such Principal Partyissuer, it being specifically intended that the provisions of Section 11 hereof (other than Section 11(a)(ii) hereof) shall apply only to such Principal Party issuer following the first occurrence of a Common Stock Event described in this Section 13 Event13; (iv) such Principal Party issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Stock) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the whole or fractional shares of its Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Common Stock Event described in clauses (a), (b) or (c) of this Section 13. The Company shall not consummate any such consolidation, merger, sale or transfer unless (i) such issuer shall have a sufficient number of authorized shares of its Common Stock which have not been issued or reserved for issuance as will permit the exercise in full of the Rights in accordance with this Section 13, and (ii) prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing and further providing that as soon as practicable after the date of any Common Stock Event described above in this Section 13 such issuer shall (A) prepare and file a registration statement under the Act, with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and will use its best efforts to cause such registration statement to (I) become effective as soon as practicable after such filing and (II) remain effective (with a prospectus at all times meeting the requirements of the Act) until the Expiration Date, and (B) will deliver to holders of the Rights historical financial statements of such issuer and each of its Affiliates which comply in all respects with the requirements for registration on Form 10 under the Exchange Act. Furthermore, in case the Person which is to be party to a transaction referred to in this Section 13 has any provision in any of its authorized securities or in its charter or by-laws or other agreement or instrument governing its affairs, which provision would have the effect of causing such Person to issue, in connection with, or as a consequence of, the consummation of a Common Stock Event described in clauses (a), (b), or (c) of this Section 13, whole or fractional shares of Common Stock of such Person at less than the then Current Market Price per share thereof (as defined in Section 11(d) hereof), or to issue securities exercisable for, or convertible into, Common Stock of such Person at less than such then Current Market Price, then, in such event, the Company hereby agrees with each holder of the Rights that it shall not consummate any such transaction unless prior thereto the Company and such Person shall have executed and delivered to the Rights Agent a supplemental agreement providing that such provision in question shall have been canceled, waived, or amended so that it will have no effect in connection with, or as a consequence of, the consummation of the proposed transaction. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers. In the event that a Common Stock Event described in this Section 13 shall occur at any time after the occurrence of a Common Stock Event described in Section 11(a)(ii) hereof, the Rights which have not theretofore been exercised shall thereafter become exercisable, except as provided in Section 7(e) hereof, in the manner described in this Section 13.

Consolidation, Merger or Sale or Transfer. of Assets or ------------------------------------------------------ Earning Power. (a) In the event that, following the Stock Acquisition Date, ------------- directly or indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which that complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which that complies with Section 11(o)) shall consolidate with, or merge with or into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be converted into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries, taken as a whole (any such event described in clause (x), (y) or (z) being a "Section 13 Event"), then, and ---------------- in each such case, proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e), shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price, such number of validly authorized and issued, fully paid and non-assessable shares of Common Stock of the Principal Party, which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of Units of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii11(a)(ii) Event by the Purchase Price which that would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the fast first occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the current market price (determined pursuant to Section 11(d)) per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number ofof shares of its Common Stock) in connection with the consummation of any such transaction as may be necessary to ensure that the provisions of this Agreement shall thereafter be applicable to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) shall be of no further effect following the first occurrence of any Section 13 Event.

Consolidation, Merger or Sale or Transfer. of Assets or Earning PowerOF ASSETS OR EARNING -------------------------------------------------------------- POWER. (a) In the event that, following the Stock Acquisition DateIf, directly or indirectly, either (x) at any time following the Shares ----- Acquisition Date, the Company shall consolidate with, or merge with and into, any other Person, any Person (other than a Subsidiary of shall merge with and into the Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate with, or merge with or into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with any such consolidation or merger, all or part of the outstanding shares Common Shares of the Company Common Stock shall be converted changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one or a series of two or more transactions, assets of the Company or earning power aggregating its Subsidiaries which constitute more than 50% of the assets or which produce more than 50% of the earning power of the Company and its Subsidiaries, Subsidiaries (taken as a whole (whole) to any Person or any Affiliate or Associate of such event being a "Section 13 Event")Person other than the Company or one or more of its Wholly-Owned Subsidiaries, then, and in each such case, the Company agrees that, as a condition to engaging in any such transaction, it will make or cause to be made proper provision shall be made so that: (i) that each holder of a Right, Right (except as otherwise provided in Section 7(e), herein) shall thereafter have the right to receive, upon the exercise thereof at in accordance with the then current Purchase Priceterms of this Agreement and in lieu of Preferred Shares, such number of validly authorized and issuedCommon Shares of such other Person (including the Company as successor thereto or as the surviving corporation) or, fully paid and non-assessable shares if such other Person is a Subsidiary of Common Stock another Person, of the Principal Party, Person or Persons (other than individuals) which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions or other adverse claimsultimately control such first-mentioned Person, as shall be equal to the result obtained by (1X) multiplying the then current Purchase Price by the number of Units one one-thousandths of a Preferred Stock Share for which a Right is then exercisable immediately prior (without taking into account any adjustment previously made pursuant to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence12(a)(2)) and (2) dividing that product by (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this AgreementY) by 50% of the current per share market price of the Common Shares of such other Person (determined pursuant to Section 11(d)12(d) per share of the Common Stock of such Principal Party hereof) on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer; (ii) the issuer of such Principal Party Common Shares shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "CompanyCOMPANY," shallas used herein, for all purposes of this Agreement, shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to issuer; and such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party issuer shall take such steps (including, but not limited to, including without limitation the reservation of a sufficient number ofof shares of its Common Shares in accordance with Section 10) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the Common Shares thereafter deliverable upon the exercise of the Rights. The Company shall not enter into any transaction of the kind referred to in this Section 14 if at the time of such transaction there are outstanding any rights, warrants, instruments or securities or any agreement or arrangements which, as a result of the consummation of such transaction, would substantially diminish or otherwise eliminate the benefits intended to be afforded by the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent an agreement supplemental to this Agreement complying with the provisions of this Section 14. The provisions of this Section 14 shall similarly apply to successive mergers or consolidations or sales or other transfers. For the purposes of this Section 14, 50% of the assets of the Company and its Subsidiaries shall be determined by reference to the book value of such assets as set forth in the most recent consolidated balance sheet of the Company and its Subsidiaries (which need not be audited) and 50% of the earning power of the Company and its Subsidiaries shall be determined by reference to the mathematical average of the operating income resulting from the operations of the Company and its Subsidiaries for the two most recent full fiscal years as set forth in the consolidated and consolidating financial statements of the Company and its Subsidiaries for such years; provided, however, that, if the Company has, during such period, engaged in one or more transactions to which purchase accounting is applicable, such determination shall be made by reference to the pro forma operating income of the Company and its Subsidiaries giving effect to such transactions as if they had occurred at the commencement of such two-year period.

Consolidation, Merger or Sale or Transfer. of Assets --------------------------------------------------- or Earning Power. ---------------- (a) In the event that, following the Stock Acquisition Date, directly or indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) hereof) shall consolidate with, or merge with or into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be converted into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)) hereof), in one or more transactions, transactions assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries, Subsidiaries (taken as a whole whole) (any such event being a "Section 13 Event"), then, and in each such case, proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e), shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price, such number of validly authorized and issued, fully paid and non-assessable nonassessable shares of Common Stock of the Principal PartyParty (as such term is hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of Units of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii11(a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the fast first occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the current market price (determined pursuant to Section 11(d)) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, to the reservation of a sufficient number ofof shares of its Common Stock) in connection with the consummation of any such transaction as may be necessary to ensure that the provisions of this Agreement shall thereafter be applicable to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) shall be of no further effect following the first occurrence of any Section 13 Event.

Consolidation, Merger or Sale or Transfer. of Assets or Earning Power. (a) In the event that, following the Stock Acquisition Date, directly or indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) hereof) shall engage in a share exchange with or shall consolidate with, or merge with or into, the Company, and the Company shall be the continuing or surviving corporation of such share exchange, consolidation or merger and, in connection with such share exchange, consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be converted changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or a series of related transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company or any Subsidiary of its Subsidiaries the Company in one or more transactions each of which complies with Section 11(o)), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries, taken as a whole (any such event being a "Section 13 Event") hereof), then, and in each such casecase (except as may be contemplated by Section 13(e) hereof), proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e), shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price, such number of validly authorized and issued, fully paid and non-assessable shares of Common Stock of the Principal Party, which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of Units of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the current market price (determined pursuant to Section 11(d)) per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of:

Consolidation, Merger or Sale or Transfer. of Assets or Earning Power. (a) In the event (a "Section 13 Event") that, following on or after the Stock Acquisition Date, directly or indirectly, either (x) the Company shall consolidate or otherwise combine with, or merge with and or into, any other Person or Persons (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), ) hereof) and the Company shall not be the continuing or surviving corporation of such consolidation consolidation, combination or merger, (y) any Person or Persons (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) hereof) shall consolidate or otherwise combine with, or merge with or into, the Company, Company and the Company shall be the continuing or surviving corporation of such consolidation consolidation, combination or merger and, in connection with such consolidation consolidation, combination or merger, all or part of the outstanding shares of Company Common Stock of the Company shall be converted changed into or exchanged for stock or other securities of any other Person or Persons or cash or any other property, property or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries, Subsidiaries (taken as a whole and calculated on the basis of the Company's most recent regularly prepared financial statements) to any Person or Persons (other than the Company or any such event being a "Subsidiary of the Company in one or more transactions each of which complies with Section 13 Event"11(o) hereof); provided, however, that this clause (z) of Section 13(a) hereof shall not apply to the pro rata distribution by the Company of assets (including securities) of the Company or any of its Subsidiaries to all holders of Common Stock of the Company; then, and in each such casecase (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e) hereof, shall, on or after the later of (A) the date of the first occurrence of any such Section 13 Event or (B) the date of the expiration of the period within which the Rights may be redeemed pursuant to Section 23 hereof (as the same may be extended pursuant to Section 23(a) hereof or amended pursuant to Section 26 hereof), shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase PricePrice in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, nonassessable and non-assessable freely tradeable shares of Common Stock of the Principal Party, which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of Units shares of Preferred Common Stock of the Company for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units shares of Common Stock of the Company for which a Right would be was exercisable hereunder but for immediately prior to the first occurrence of such a Section 1l (a)(ii11(a)(ii) Event by the Purchase Price which would be in effect hereunder but for immediately prior to such first occurrence) ), and (2) dividing that product (which, following the fast first occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50% of the current market price (determined pursuant to Section 11(d)) Current Market Price per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Event; (ii) the shares of Common Stock of such Principal Party received by each holder of a Right upon exercise of that Right shall be fully paid and nonassessable; (iii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iiiiv) the term "Company" shall, for all purposes of this Agreement, shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (ivv) such Principal Party shall take such steps (including, but not limited to, including without limitation the reservation of a sufficient number of shares of its Common Stock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (vi) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event. (b) "Principal Party" shall mean: (i) in the case of any transaction described in clause (x) or (y) of the first sentence of Section 13(a) hereof, (A) the Person that is the issuer of any securities into which shares of Common Stock of the Company are converted, changed or exchanged in such merger, consolidation or combination (or, if there is more than one such issuer, the issuer the Common Stock of which has the greatest market value) or (B) if no securities are so issued, the Person that is the other party to such merger (and survives the merger), consolidation or combination (or, if there is more than one such Person, the Person the Common Stock of which has the greatest market value), or if the other party to the merger does not survive the merger, the Person that does survive the merger (including the Company, if it survives); and (ii) in the case of any transaction described in clause (z) of the first sentence of Section 13(a) hereof, the Person that is the party receiving the greatest portion of the assets or earning power transferred pursuant to such transaction or transactions or, if each Person that is a party to such transaction or transactions receives the same portion of the assets or earning power so transferred or if the Person receiving the greatest portion of the assets or earning power cannot be determined, whichever of such Persons is the issuer of Common Stock having the greatest market value; provided, however, that in any such case, (1) if the Common Stock of such Person is not at such time and has not been continuously over the preceding 12-month period registered under Section 12 of the Exchange Act, and such Person is a direct or indirect Subsidiary of another Person the Common Stock of which is and has been so registered, "Principal Party" shall refer to such other Person; (2) if the Common Stock of such Person is not and has not been so registered and such Person is a Subsidiary, directly or indirectly, of more than one Person, the Common Stocks of two or more of which are and have been so registered, "Principal Party" shall refer to whichever of such Persons is the issuer of the Common Stock having the greatest aggregate market value; and (3) if the Common Stock of such Person is not and has not been so registered and such Person is owned, directly or indirectly, by a joint venture formed by two or more Persons that are not owned, directly or indirectly, by the same Person, the rules set forth in (1) and (2) above shall apply to each of the chains of ownership having an interest in such joint venture as if such party were a Subsidiary of both or all of such joint venturers, and the Principal Parties in each such chain shall bear the obligations set forth in this Section 13 in the same ratio as their direct or indirect interests in such Person bear to the total of such interests. (c) The Company shall not consummate any Section 13 Event unless the Principal Party shall have a sufficient number of authorized shares of its Common Stock which have not been issued or reserved for issuance to permit the exercise in full of the Rights in accordance with this Section 13 and unless prior thereto the Company and such Principal Party shall have executed and delivered to the Rights Agent a supplemental agreement confirming that the requirements of Section 13(a) and Section 13(b) hereof shall promptly be performed in accordance with their terms and that such Section 13 Event shall not result in a default by the Principal Party under this Agreement as the same shall have been assumed by the Principal Party pursuant to Section 13(a) and Section 13(b) hereof and further providing that, as soon as practicable after the date of any such Section 13 Event, the Principal Party will: (i) prepare and file a registration statement under the Act with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and will use its best efforts to cause such registration statement to (A) become effective as soon as practicable after such filing and (B) remain effective (with a prospectus at all times meeting the requirements of the Act) until the Expiration Date and to similarly comply with applicable state securities laws; (ii) use its best efforts to list or obtain quotation of (or continue the listing or quotation of) the Rights and the securities purchasable upon exercise of the Rights on a national securities exchange or by an automated quotation service; (iii) deliver to holders of the Rights historical financial statements for the Principal Party and each of its Affiliates which comply in all respects with the requirements for registration on Form 10 (or any successor form) under the Exchange Act; and (iv) use its best efforts to obtain waivers of any rights of first refusal or preemptive rights in respect of the shares of Common Stock of the Principal Party subject to purchase upon exercise of outstanding Rights. The provisions of this Section 13 shall similarly apply to successive mergers, consolidations, combinations or sales or other transfers. In the event that a Section 13 Event shall occur at any time after the occurrence of a Section 11(a)(ii) Event, the Rights which have not theretofore been exercised shall thereafter become exercisable in the manner described in Section 13(a) hereof. (d) Notwithstanding anything in this Agreement to the contrary, Section 13 hereof shall not be applicable to a transaction described in subparagraph (x) or subparagraph (y) of Section 13(a) hereof if (i) such transaction is consummated with a Person or Persons (or a wholly owned Subsidiary of any such Person or Persons) who acquired shares of Common Stock of the Company pursuant to a tender offer or exchange offer for all outstanding shares of Common Stock of the Company which complies with the exception provided for in Section 11(a)(ii) hereof, (ii) the price per share of Common Stock of the Company offered in such transaction is not less than the price per share of Common Stock of the Company paid to all holders of shares of Common Stock of the Company whose shares were purchased pursuant to such tender offer or exchange offer and (iii) the form of consideration being offered to the remaining holders of shares of Common Stock of the Company pursuant to such transaction is the same as the form of consideration paid pursuant to such tender offer or exchange offer. Upon consummation of any such transaction contemplated by this Section 13(d), all Rights hereunder shall expire. Section 14.

Consolidation, Merger or Sale or Transfer. of Assets or Earning Power. (a) In the event that, following the Stock Acquisition Date, directly or indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate with, or merge with or into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be converted into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries, Subsidiaries (taken as a whole whole) (any such event described in clause (x), (y) or (z) being a "Section 13 Event"), then, and in each such case, proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e), shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price, such number of validly authorized and issued, fully paid and non-assessable shares of Common Stock of the Principal Party, which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of Units of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii11(a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the fast first occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the current market price (determined pursuant to Section 11(d)) per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of

Consolidation, Merger or Sale or Transfer. of Assets or ------------------------------------------------------ Earning Power. (a) ------------- In the event that, following the Stock Acquisition Dateat any time after a Person becomes an Acquiring Person, directly or indirectly, either (xi) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (yii) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate withwith the Company, or merge with or into, and into the Company, Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock Shares shall be converted changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (ziii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries, Subsidiaries (taken as a whole (whole) to any such event being a "Section 13 Event")other Person other than the Company or one or more of its wholly-owned Subsidiaries, then, and in each such case, proper provision shall be made so that: that (iA) each holder of a Right, Right (except as otherwise provided in Section 7(e), herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase PricePrice multiplied by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of validly authorized and issued, fully paid and non-assessable shares Common Shares of Common Stock of such other Person (including the Principal Party, which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions Company as successor thereto or other adverse claims, as the surviving corporation) as shall be equal to the result obtained by (1x) multiplying the then current Purchase Price by the number of Units one one-thousandths of a Preferred Stock Share for which a Right is then exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product by (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreementy) by 50% of the then current per share market price of the Common Shares of such other Person (determined pursuant to Section 11(d)) per share of the Common Stock of such Principal Party hereof) on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer; (iiB) the issuer of such Principal Party Common Shares shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iiiC) the term "Company" shall, for all purposes of this Agreement, shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Eventissuer; and (ivD) such Principal Party issuer shall take such steps (including, but not limited to, the reservation of a sufficient number ofof its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the Common Shares thereafter deliverable upon the exercise of the Rights. The Company covenants and agrees that it shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers. For purposes hereof, the "earning power" of the Company and its Subsidiaries shall be determined in good faith by the Company's Board of Directors on the basis of the operating earnings of each business operated by the Company and its Subsidiaries during the three fiscal years preceding the date of such determination (or, in the case of any business not operated by the Company or any Subsidiary during three full fiscal years preceding such date, during the period such business was operated by the Company or any Subsidiary).

Consolidation, Merger or Sale or Transfer. of Assets Assets, Cash --------------------------------------------------------- Flow or Earning Power. (a) In the event (a "Section 13 Event") that, following --------------------- the Stock Acquisition DateTime, directly or indirectly, either (x) the Company shall consolidate with, or otherwise combine with or merge with and or into, any other Person (other than a wholly owned Subsidiary of the Company in a transaction which complies with Section 11(o)), ) hereof) and the Company shall not be the surviving or continuing or surviving corporation of such consolidation consolidation, combination or merger, (y) any Person (other than a wholly owned Subsidiary of the Company in a transaction which complies with Section 11(o)) hereof) shall consolidate with, or otherwise combine with or merge with or into, into the Company, Company and the Company shall be the surviving or continuing or surviving corporation of such consolidation consolidation, combination or merger and, in connection with such consolidation or mergertherewith, all or part of the outstanding shares of Company Common Stock of the Company shall be converted changed into or exchanged for stock or other securities of the Company or any other Person or cash or any other property, property or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets, cash flow or earning power aggregating more than 50% of the assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole and calculated on the basis of the Company's most recent regularly prepared financial statement) to any other Person or Persons (other than the Company or any wholly owned Subsidiary of its Subsidiaries the Company in one or more transactions each of which complies with Section 11(o)), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries, taken as a whole (any such event being a "Section 13 Event") hereof), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision shall be made so that: that (i) each holder of a Right, Right (except as provided in Section 7(e), ) hereof) shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase PricePrice in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, nonassessable and non-assessable freely tradable shares of Common Stock of the Principal PartyParty (as hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of call, rights of first refusal, transfer restrictions refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying dividing the then current Purchase Price by the number of Units of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the current market price (determined pursuant to Section 11(d)) Current Market Price per share of the Common Stock of such Principal Party on the date of consummation of such merger, consolidation, sale or transfer (provided that the Purchase Price and the number of shares of Common Stock of such Principal Party so receivable upon exercise of a Right shall, from and after such Section 13 Event, be subject to further adjustment in accordance with Section 11(f) hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such Section 13 Event); (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number ofof shares of its Common Stock in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be possible, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.

Consolidation, Merger or Sale or Transfer. of Assets or Earning Power. (a) In the event (a "Section 13 Event") that, following the Stock Acquisition Date, directly or indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPersons, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate with, or merge with or and into, the Companyany Person or Persons, and the Company shall be the continuing or surviving corporation of such consolidation or merger and(other than, in connection with such a case of any transaction described in (x) or (y), a merger or consolidation or merger, which would result in all or part of the securities generally entitled to vote in the election of directors ("voting securities") of the Company outstanding shares of Company Common Stock shall be immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into or exchanged for stock or other securities of any other Person the surviving entity) all of the voting securities of the Company or cash such surviving entity outstanding immediately after such merger or any other propertyconsolidation and holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries, Subsidiaries (taken as a whole and calculated on the basis of the Company's most recent regularly prepared financial statements) to any Person or Persons (other than the Company or any such event being a "Subsidiary of the Company in one or more transactions each of which does not violate Section 13 Event"11(o) hereof), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision shall be made so that: that (i) each holder of a Right, except as provided in Section 7(e)11(a)(iii) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then then-current Purchase PricePrice in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid and paid, non-assessable and freely tradeable shares of Common Stock of the Principal PartyParty (as hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions refusal or other adverse claims, as shall be equal to the result obtained by (1A) multiplying the then current Purchase Price by the number of Units one one-hundredths of a share of Preferred Stock for which a Right is was exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a without taking into account any amendment previously made pursuant to Section 1l (a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence11(a)(ii)) and (2B) dividing that product (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the current market price (determined pursuant to Section 11(d)) per share of the Common Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number ofof shares of its Common Stock in accordance with Section 9 hereof (applying the provisions thereof with respect to Preferred Stock of the Company to the Common Stock of such Principal Party)) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be possible, in relation to the shares of its Common Stock thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer. of Assets or Earning Power. (a) In the event (a "Section 13 Event") that, following the Stock Acquisition Date, directly or indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPersons, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate with, or merge with or and into, the Companyany Person or Persons, and the Company shall be the continuing or surviving corporation of such consolidation or merger and(other than, in connection with such a case of any transaction described in (x) or (y), a merger or consolidation or merger, which would result in all or part of the securities generally entitled to vote in the election of directors ("voting securities") of the Company outstanding shares of Company Common Stock shall be immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into or exchanged for stock or other securities of any other Person the surviving entity) all of the voting securities of the Company or cash such surviving entity outstanding immediately after such merger or any other propertyconsolidation and holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries, Subsidiaries (taken as a whole and calculated on the basis of the Company's most recent regularly prepared financial statements) to any Person or Persons (other than the Company or any such event being a "Subsidiary of the Company in one or more transactions each of which does not violate Section 13 Event"11(o) hereof), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision shall be made so that: that (i) each holder of a Right, except as provided in Section 7(e)11(a)(iii) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then then-current Purchase PricePrice in accordance with the terms of this Agreement and in lieu of the Preferred Shares, Common Stock and other securities or assets of the Company, such number of validly authorized and issued, fully paid and paid, non-assessable and freely tradeable shares of Common Stock of the Principal PartyParty (as hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions refusal or other adverse claims, as shall be equal to the result obtained by (1A) multiplying the then current Purchase Price by the number of Units one ten-thousandths of a Preferred Stock Share for which a Right is was exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a without taking into account any amendment previously made pursuant to Section 1l (a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence11(a)(ii)) and (2B) dividing that product (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the current market price (determined pursuant to Section 11(d)) per share of the Common Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number ofof shares of its Common Stock in accordance with Section 9 hereof (applying the provisions thereof with respect to Preferred Shares of the Company to the Common Stock of such Principal Party)) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be possible, in relation to the shares of its Common Stock thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer. of Assets or Earning Power. (a) In the event (a "Section 13 Event") that, following on or after the Stock Acquisition Date, directly or indirectly, either (x) the Company shall consolidate or otherwise combine with, or merge with and or into, any other Person or Persons (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation consolidation, combination or merger, (y) any Person or Persons (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)ll(o) hereof) shall consolidate or combine with, or merge with or into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation consolidation, combination or merger and, in connection with such consolidation consolidation, combination or merger, all or part of the outstanding shares of Company Common Stock of the Company shall be converted changed into or exchanged for stock or other securities of any other Person or Persons or cash or any other property, property or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries, Subsidiaries (taken as a whole whole) to any Person or Persons (other than the Company or any such event being a "Subsidiary of the Company in one or more transactions each of which complies with Section 13 Event"11(o) hereof); provided, however, that this clause (z) of Section 13(a) shall not apply to the pro rata distribution by the Company of assets (including securities) of the Company or any of its Subsidiaries to all holders of the Company's Common Stock; then, and in each such casecase (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e), ) hereof shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase PricePrice in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, nonassessable and non-assessable freely tradeable shares of Common Stock of the Principal Party, which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of Units one one-hundredths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units one one-hundredths of a share for which a Right would be was exercisable hereunder but for immediately prior to the first occurrence of such a Section 1l (a)(ii11(a)(ii) Event by the Purchase Price which would be in effect hereunder but for immediately prior to such first occurrence) ), and (2) dividing that product (which, following the fast first occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50% of the current market price (determined pursuant to Section 11(d)) Current Market Price per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Stock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event. (b) "Principal Party" shall mean (i) in the case of any transaction described in clause (x) or (y) of the first sentence of Section 13(a) hereof, (A) the Person that is the issuer of any securities into which shares of Common Stock of the Company are converted, changed or exchanged in such merger, consolidation or combination, or if there is more than one such issuer, the issuer the Common Stock of which has the greatest market value or (B) if no securities are so issued, the Person that is the other party to such merger (and survives the merger), consolidation or combination (or if there is more than one such Person, the Person the Common Stock of which has the greatest value), or if the other party to the merger does not survive the merger, the Person that does survive the merger (including the Company if it survives); and (ii) in the case of any transaction described in clause (z) of the first sentence of Section 13(a), the Person that is the party receiving the greatest portion of the assets or earning power transferred pursuant to such transaction or transactions or, if each Person that is a party to such transaction or transactions receives the same portion of the assets or earning power so transferred or if the Person receiving the greatest portion of the assets or earning power cannot be determined, whichever of such Persons as is the issuer of Common Stock having the greatest market value; provided, however, that in any such case, (1) if the Common Stock of such Person is not at such time and has not been continuously over the preceding twelve-month period registered under Section 12 of the Exchange Act, and such Person is a direct or indirect Subsidiary of another Person the Common Stock of which is and has been so registered, "Principal Party" shall refer to such other Person; (2) if the Common Stock of such Person is not and has not been so registered and such Person is a Subsidiary, directly or indirectly, of more than one Person, the Common Stocks of two or more of which are and have been so registered, "Principal Party" shall refer to whichever of such Persons is the issuer of the Common Stock having the greatest aggregate market value; and (3) if the Common Stock of such Person is not and has not been so registered and such Person is owned, directly or indirectly, by a joint venture formed by two or more Persons that are not owned, directly or indirectly, by the same Person, the rules set forth in (1) and (2) above shall apply to each of the chains of ownership having an interest in such joint venture as if such party were a Subsidiary of both or all of such joint venturers and the Principal Parties in each such chain shall bear the obligations set forth in this Section 13 in the same ratio as their direct or indirect interests in such Person bear to the total of such interests. (c) The Company shall not consummate any Section 13 Event unless the Principal Party shall have a sufficient number of authorized shares of its Common Stock which have not been issued or reserved for issuance to permit the exercise in full of the Rights in accordance with this Section 13 and unless prior thereto the Company and such Principal Party shall have executed and delivered to the Rights Agent a supplemental agreement confirming that the requirements of Sections 13(a) and (b) hereof shall promptly be performed in accordance with their terms and that such Section 13 Event shall not result in a default by the Principal Party under this Agreement as the same shall have been assumed by the Principal Party pursuant to Sections 13(a) and (b) hereof and further providing that, as soon as practicable after the date of such Section 13 Event, the Principal Party will: (i) prepare and file a registration statement under the Act, with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and will use its best efforts to cause such registration statement to (A) become effective as soon as practicable after such filing and (B) remain effective (with a prospectus at all times meeting the requirements of the Act) until the Expiration Date and to similarly comply with applicable state securities laws; (ii) use its best efforts to list or obtain quotation of (or continue the listing or quotation of) the Rights and the securities purchasable upon exercise of the Rights on a national securities exchange or automated quotation service; (iii) deliver to holders of the Rights historical financial statements for the Principal Party and each of its Affiliates which comply in all respects with the requirements for registration on Form 10 (or any successor form) under the Exchange Act; and (iv) use its best efforts to obtain waivers of any rights of first refusal or preemptive rights in respect of the shares of Common Stock of the Principal Party subject to purchase upon exercise of outstanding Rights. The provisions of this Section 13 shall similarly apply to successive mergers, consolidations, combinations or sales or other transfers. In the event that a Section 13 Event shall occur at any time after the occurrence of a Section 11(a)(ii) Event, the Rights which have not theretofore been exercised shall thereafter become exercisable in the manner described in Section 13(a). (d) Notwithstanding anything in this Agreement to the contrary, Section 13 shall not be applicable to a transaction described in subparagraph (x) or (y) of Section 13(a) if (i) such transaction is consummated with a Person or Persons (or a wholly owned Subsidiary of any such Person or Persons) who acquired shares of Common Stock of the Company pursuant to a tender offer or exchange offer for all outstanding shares of Common Stock of the Company which complies with the exception provided for in Section 11(a)(ii) hereof, (ii) the price per share of Common Stock of the Company offered in such transaction is not less than the price per share of Common Stock of the Company paid to all holders of shares of Common Stock of the Company whose shares were purchased pursuant to such tender offer or exchange offer and (iii) the form of consideration being offered to the remaining holders of shares of Common Stock of the Company pursuant to such transaction is the same as the form of consideration paid pursuant to such tender offer or exchange offer. Upon consummation of any such transaction contemplated by this Section 13(d), all Rights hereunder shall expire. Section 14.

Consolidation, Merger or Sale or Transfer. of Assets or ------------------------------------------------------ Earning Power. (a) ------------- In the event that, following the Stock Acquisition Dateat any time after a Person becomes an Acquiring Person, directly or indirectly, either (xi) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (yii) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate withwith the Company, or merge with or into, and into the Company, Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock Shares shall be converted changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (ziii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries, Subsidiaries (taken as a whole (whole) to any such event being a "Section 13 Event")other Person other than the Company or one or more of its wholly-owned Subsidiaries, then, and in each such case, proper provision shall be made so that: that (iA) each holder of a Right, Right (except as otherwise provided in Section 7(e), herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase PricePrice multiplied by the number of one one- thousandths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of validly authorized and issued, fully paid and non-assessable shares Common Shares of Common Stock of such other Person (including the Principal Party, which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions Company as successor thereto or other adverse claims, as the surviving corporation) as shall be equal to the result obtained by (1x) multiplying the then current Purchase Price by the number of Units one one-thousandths of a Preferred Stock Share for which a Right is then exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product by (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreementy) by 50% of the then current per share market price of the Common Shares of such other Person (determined pursuant to Section 11(d)) per share of the Common Stock of such Principal Party hereof) on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer; (iiB) the issuer of such Principal Party Common Shares shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iiiC) the term "Company" shall, for all purposes of this Agreement, shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Eventissuer; and (ivD) such Principal Party issuer shall take such steps (including, but not limited to, the reservation of a sufficient number ofof its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the Common Shares thereafter deliverable upon the exercise of the Rights. The Company covenants and agrees that it shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers. For purposes hereof, the "earning power" of the Company and its Subsidiaries shall be determined in good faith by the Company's Board of Directors on the basis of the operating earnings of each business operated by the Company and its Subsidiaries during the three fiscal years preceding the date of such determination (or, in the case of any business not operated by the Company or any Subsidiary during three full fiscal years preceding such date, during the period such business was operated by the Company or any Subsidiary).

Consolidation, Merger or Sale or Transfer. of Assets or Earning Power. (a) In the event that, following the Stock Acquisition Date, directly or indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) hereof) shall consolidate with, or merge with or into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be converted changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or a series of related transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company or any Subsidiary of its Subsidiaries the Company in one or more transactions each of which complies with Section 11(o)), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries, taken as a whole (any such event being a "Section 13 Event") hereof), then, and in each such casecase (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e)) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase PricePrice in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid and paid, non-assessable and freely tradeable shares of Common Stock of the Principal PartyParty (as such term is hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of Units one one- thousandths of a share of Preferred Stock for which a Right is was exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii) 11 Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units one one-thousandths of a share for which a Right would be was exercisable hereunder but for immediately prior to the first occurrence of such a Section 1l (a)(ii) 11 Event by the Purchase Price which would be in effect hereunder but for immediately prior to such first occurrence) and (2) dividing that product (which, following the fast first occurrence of a Section 13 Event, Event shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by (2) 50% of the current market price (determined pursuant to Section 11(d)) Current Market Price per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number ofof shares of its Common Stock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event. (b) "Principal Party" shall mean: (i) in the case of any transaction described in clause (x) or (y) of the first sentence of Section 13(a), the Person that is the issuer of any securities for or into which shares of Common Stock of the Company are converted in such merger or consolidation, and if no securities are so issued, the Person that is the other party to such merger or consolidation; and (ii) in the case of any transaction described in clause (z) of the first sentence of Section 13(a), the Person that is the party receiving the greatest portion of the assets or earning power transferred pursuant to such transaction or transactions; provided, however, that in any such case, (1) if the Common Stock of such Person is not at such time and has not been continuously over the preceding twelve (12) month period registered under Section 12 of the Exchange Act, and such Person is a direct or indirect Subsidiary of another Person the Common Stock of which is and has been so registered, "Principal Party" shall refer to such other Person; and (2) in case such Person is a Subsidiary, directly or indirectly, of more than one Person, the Common Stocks of two or more of which are and have been so registered, "Principal Party" shall refer to whichever of such Persons is the issuer of the Common Stock having the greatest aggregate market value. (c) The Company shall not consummate any Section 13 Event unless the Principal Party shall have a sufficient number of authorized shares of its Common Stock which have not been issued or reserved for issuance to permit the exercise in full of the Rights in accordance with this Section 13 and unless prior thereto the Company and such Principal Party shall have executed and delivered to the Rights Agent a supplemental agreement providing for the terms set forth in paragraphs (a) and (b) of this Section 13 and further providing that, as soon as practicable after the date of any such Section 13 Event, the Principal Party will: (i) prepare and file a registration statement under the Securities Act, with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and will use its best efforts to cause such registration statement to (A) become effective as soon as practicable after such filing and (B) remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the Expiration Date; (ii) use its best efforts to qualify or register the Rights and the securities purchasable upon exercise of the Rights under blue sky laws of such jurisdiction, as may be necessary or appropriate; and (iii) will deliver to holders of the Rights historical financial statements for the Principal Party and each of its Affiliates which comply in all respects with the requirements for registration on Form 10 under the Exchange Act. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers. In the event that a Section 13 Event shall occur at any time after the first occurrence of a Section 11 Event, the Rights which have not theretofore been exercised shall thereafter become exercisable in the manner described in Section 13(a). (d) Notwithstanding anything in this Agreement to the contrary, Section 13 shall not be applicable to a transaction described in subparagraphs (x) and (y) of Section 13(a) if (i) such transaction is consummated with a Person or Persons (or a wholly-owned Subsidiary of any such Person or Persons) who acquired shares of Common Stock pursuant to a Qualifying Offer, (ii) the price per share of Common Stock offered in such transaction is not less than the price per share of Common Stock paid to all holders of shares of Common Stock whose shares were purchased pursuant to such Qualifying Offer, and (iii) the form of consideration being offered to the remaining holders of shares of Common Stock pursuant to such transaction is the same as the form of consideration paid pursuant to such Qualifying Offer. Upon consummation of any such transaction contemplated by this Section 13(d), all Rights hereunder shall expire. Section 14.

Consolidation, Merger or Sale or Transfer. of Assets or ------------------------------------------------------ Earning Power. ------------- (a) In If after the event that, following the Stock Shares Acquisition Date, directly or indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate withwith the Company, or merge with or into, and into the Company, Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock Shares shall be converted changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries, Subsidiaries (taken as a whole (whole) to any such event being a "Section 13 Event")Person or Persons other than the Company or one or more of its wholly-owned Subsidiaries, then, and in each such case, proper provision shall be made so that: that (i) each holder of a Right, Right (except as otherwise provided in Section 7(e), herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase PricePrice multiplied by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of validly authorized and issued, fully paid paid, nonassessable and non-assessable shares of freely tradeable Common Stock Shares of the Principal PartyParty (as hereinafter defined), which shares shall not be subject to any free and clear of all liens, encumbrances, rights of call or first refusal, transfer restrictions encumbrances or other adverse claims, as shall be equal to the result obtained by (1A) multiplying the then current Purchase Price by the number of Units one one-thousandths of a Preferred Stock Share for which a Right is then exercisable (or, if such Right is not then exercisable for a number of one one-thousandths of a Preferred Share, the number of such fractional shares for which it was exercisable immediately prior to the first occurrence of a an event described under Section 13 Event (or, if a Section 1l (a)(ii11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrencehereof) and (2) dividing that product by (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this AgreementB) by 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d)) per share of the Common Stock of such Principal Party hereof) on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, or otherwise, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number ofof its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer. of Assets or Earning Power. (a) In the event (a "Section 13 Event") that, following the Stock Acquisition Date, directly or indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPersons, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) or Persons shall consolidate with, or merge with or and into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and(other than, in connection with such the case of any transaction described in (x) or (y), a merger or consolidation or merger, which would result in all or part of the securities generally entitled to vote in the election of directors ("voting securities") of the Company outstanding shares of Company Common Stock shall be immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into or exchanged for stock or other securities of any other Person the surviving entity) all of the voting securities of the Company or cash such surviving entity outstanding immediately after such merger or any other propertyconsolidation and holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or a series of related transactions, assets or earning power aggregating more than fifty percent (50%) of the assets or earning power of the Company and its Subsidiaries (taken as a whole and calculated on the basis of the Company's most recent regularly prepared financial statements) to any Person or Persons (other than the Company or any Subsidiary of its Subsidiaries the Company in one or more transactions each of which complies with does not violate Section 11(o)), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries, taken as a whole (any such event being a "Section 13 Event") hereof), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision shall be made so that: that (i) each holder of a Right, except as provided in Section 7(e)) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase PricePrice in accordance with the terms of this Agreement and in lieu of the Preferred Shares, shares of Common Stock and other securities or assets of the Company, such number of validly authorized and issued, fully paid and paid, non-assessable and freely tradable shares of Common Stock of the Principal Party, which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions preemptive rights or other adverse claims, as shall be equal to the result obtained by (1A) multiplying the then current Purchase Price by the number of Units one one-hundredths of a Preferred Stock Share for which a Right is was exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a without taking into account any adjustment previously made pursuant to Section 1l (a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence11(a)(ii)) and (2y) dividing that product by fifty percent (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement50%) by 50% of the current market price (determined pursuant to Section 11(d)) per share of the Common Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number ofof shares of its Common Stock in accordance with Section 9 hereof (applying the provisions thereof with respect to Preferred Shares of the Company to the shares of Common Stock of such Principal Party)) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be possible, in relation to the shares of its Common Stock thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer. of -------------------------------------------- Assets or Earning Power. (a) In the event that, following the Stock Shares Acquisition ----------------------- Date, directly or indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o11(n)), ) and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o11(n)) shall consolidate withconsolidate, or merge with or into, and into the Company, Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be converted changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries, subsidiaries (taken as a whole whole) to any other Person or Persons (other than the Company or any such event being a "of its Subsidiaries in one or more transactions each of which complies with Section 13 Event"11(n) hereof), then, and in each such case, case (except as may be contemplated by Section 13(d) hereof) proper provision shall be made so that: that (i) each holder of a Right, Right (except as provided in Section 7(e), ) shall thereafter have the right to receive, upon the exercise thereof at the then then-current Purchase PricePrice in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid and paid, non-assessable and freely tradable shares of Common Stock of the Principal PartyParty (as hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of call or first refusal, transfer restrictions or other adverse claims, claims as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the then number of Units one one-hundredths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units one one- hundredths of a share for which a Right would be was exercisable hereunder but for immediately prior to the first occurrence of such a Section 1l (a)(ii11(a)(ii) Event by the Purchase Price which would be in effect hereunder but for Effect immediately prior to such first occurrence) ), and (2) dividing that product (which, following the fast first occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by (2) 50% of the current market price (determined pursuant to Section 11(d)) per share of the Common Stock of such Principal Party (determined in the manner described in Section 11(d)) on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer; (ii) such the Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall thereafter apply only to such Principal Party following the first occurrence of a Section 13 Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number ofof shares of its Common Stock in accordance with Section 9) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the shares of its Common Stock thereafter deliverable upon the exercise of the Rights and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event. otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or

Consolidation, Merger or Sale or Transfer. of Assets or ------------------------------------------------------ Earning Power. (a) In the event that, following the Stock Acquisition Dateevent, directly or indirectly, either at any time after a Person ------------- has become an Acquiring Person, (xa) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (yb) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate withwith the Company, or merge with or into, and into the Company, Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock Shares shall be converted changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (zc) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries, Subsidiaries (taken as a whole (whole) to any such event being a "Section 13 Event")other Person other than the Company or one or more of its wholly-owned Subsidiaries, then, and in each such case, proper provision shall be made so that: that (i) each holder of a Right, Right (except as otherwise provided in Section 7(e), herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase PricePrice multiplied by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of validly authorized and issued, fully paid and non-assessable shares Common Shares of Common Stock of such other Person (including the Principal Party, which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions Company as successor thereto or other adverse claims, as the surviving corporation) as shall be equal to the result obtained by (1A) multiplying the then current Purchase Price by the number of Units one one-thousandths of a Preferred Stock Share for which a Right is then exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product by (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this AgreementB) by 50% of the then current per share market price of the Common Shares of such other Person (determined pursuant to Section 11(d)) per share of the Common Stock of such Principal Party hereof) on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer; (ii) the issuer of such Principal Party Common Shares shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Eventissuer; and (iv) such Principal Party issuer shall take such steps (including, but not limited to, the reservation of a sufficient number ofof its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the Common Shares of the Company thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless, prior thereto, the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. Pursuant to Section 27 hereof, the prior written consent of the Rights Agent must be obtained in connection with any such supplemental agreement that alters the right, duties or obligations of the Rights Agent. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers. The Rights Agent may rely, and shall be fully authorized and protected in relying, on a certificate of the Corporation stating that the provisions of Section 13 have been fulfilled.

Consolidation, Merger or Sale or Transfer. of Assets Assets, Cash --------------------------------------------------------- Flow or Earning Power. (a) In the event that, following the Stock Acquisition --------------------- Date, directly or indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall engage in a share exchange with or shall consolidate with, or merge with or into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such share exchange, consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be converted changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or a series of related transactions, assets, cash flow or earning power aggregating more than 50% of the assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company or any Subsidiary of its Subsidiaries the Company in one or more transactions each of which complies with Section 11(o)) (any event described in clauses (x), in one (y) or more transactions(z) of this Section 13(a) following the Stock Acquisition Date, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries, taken as a whole (any such event being a "Section 13 Event"), then, and in each such case, proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e), shall thereafter have the right to receive, receive upon the exercise thereof at the then current Purchase PricePrice in accordance with the terms of this Agreement, in lieu of a number of one one-hundredths of a share of Preferred Stock, such number of validly authorized and issued, fully paid paid, nonassessable and non-assessable freely tradeable shares of Common Stock of the Principal PartyParty (as such term is hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions refusal or other adverse claims, as shall be equal to the result obtained by (1l) multiplying the then current Purchase Price by the number of Units one one-hundredths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units one one-hundredths of a share of Preferred Stock for which a Right would be was exercisable hereunder but for immediately prior to the first occurrence of such a Section 1l (a)(ii11(a)(ii) Event by the Purchase Price which would be in effect hereunder but for immediately prior to such first occurrence) ), and (2) dividing that product (which, following the fast first occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by (2) 50% of the current market price (determined pursuant to Section 11(d11(d)(i)) per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number ofof shares of its Common Stock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) shall be of no effect following the first occurrence of any Section 13 Event.

Consolidation, Merger or Sale or Transfer. of Assets or Earning Power. Power (a) In Except for any transaction approved by the Board of Directors (but only if at the time of such approval by the Board of Directors there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office), in the event that, following at any time on or after the Stock Acquisition Distribution Date, (x) the Company shall, directly or indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person or Persons (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), an Exempt Person) and the Company shall not be the surviving or continuing or surviving corporation of such consolidation or merger, or (y) any Person or Persons (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)an Exempt Person) shall shall, directly or indirectly, consolidate with, or merge with or and into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be converted changed into or exchanged for stock or other securities of any other Person (other than an Exempt Person) or of the Company or cash or any other property, or (z) the Company shall or one or more of its Subsidiaries shall, directly or indirectly, sell or otherwise transfer (to any other Person or any Affiliate or Associate of such Person, in one or more transactions, or the Company or one or more of its Subsidiaries shall sell or otherwise transfer) transfer to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each a series of which complies with Section 11(o)), in one or more related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries, Subsidiaries (taken as a whole (any such event being a "Section 13 Event"whole), then, and in each on the first occurrence of any such caseevent, proper provision shall be made so that: that (i) each holder of record of a Right, except as provided in Section 7(e)) hereof, shall thereafter have the right to receive, upon the exercise thereof at and payment of the then current Purchase PriceExercise Price in accordance with the terms of this Rights Agreement, such number of shares of validly authorized and issued, fully paid and paid, non-assessable shares of and freely tradeable Common Stock of the Principal PartyParty (as defined herein), which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions refusal or other adverse claims, as shall be equal to shall, based on the result obtained by (1) multiplying the then current Purchase Price by the number of Units of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the current market price (determined pursuant to Section 11(d)) per share Fair Market Value of the Common Stock of such the Principal Party on the date of consummation the Consummation of such Section 13 Eventconsolidation, merger, sale or transfer, equal twice the Exercise Price; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Rights Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, Rights Agreement shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number ofof shares of its Common Stock in accordance with the provisions of Section 9 hereof applicable to the reservation of Preferred Stock) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; PROVIDED, HOWEVER, that, upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all of the assets, recapitalization, reclassification of shares, reorganization or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Exercise Price, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had it, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the occurrence of any event described in clause (x), (y) or (z) above of this Section 13(a).

Consolidation, Merger or Sale or Transfer. of Assets or Earning ------------------------------------------------------ Earnings Power. (a) In Except pursuant to a transaction approved in advance by the event that-------------- General Partner, following in the Stock Acquisition Dateevent, directly or indirectly, either at any time after any Person has become an Acquiring Person, (xi) the Company Partnership shall consolidate with, or merge with and into, into any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (yii) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate withwith the Partnership, or any Person shall merge with or into, and into the Company, Partnership and the Company Partnership shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock Units shall be converted changed into or exchanged for stock common stock, limited partnership interests or other securities of any other Person (or of the Partnership) or cash or any other property, or (ziii) the Company Partnership shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company Partnership and its Subsidiaries, Subsidiaries (taken as a whole whole) to any other Person (any such event being a "Section 13 Event"other than the Partnership or one or more of its wholly-owned Subsidiaries), then, and in each then upon the first occurrence of such caseevent, proper provision shall be made so that: (iA) each holder of record of a Right, except as provided in Right (other than Rights which have become void pursuant to Section 7(e11(a)(ii), ) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase PricePrice multiplied by the number of Units for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(h), 11(i) and 11(m)), in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid and non-assessable and freely tradeable shares of Common Stock common stock, limited partnership interests or equivalent securities of the Principal Party, which shares shall Party (as defined herein) not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of Units of Preferred Stock for which a Right is was exercisable immediately prior to the time that any Person first occurrence of a Section 13 Event became an Acquiring Person (oras subsequently adjusted thereafter pursuant to Sections 11(a)(i), if a Section 1l (a)(ii11(b), 11(c), 11(h), 11(i) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrenceand 11(m)) and (2) dividing that product (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the then current market price of the common stock, limited partnership interests or equivalent securities of such Principal Party (determined pursuant to Section 11(d)11(d)(i) per share of the Common Stock of such Principal Party hereof) on the date of consummation of such consolidation, merger, sale or transfer; provided that the Purchase Price and the number of -------- shares of common stock, limited partnership interests or equivalent securities of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 13 Event11(f) of this Agreement to reflect any events occurring in respect of such Principal Party after the date of the such consolidation, merger, sale or transfer; (iiB) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company Partnership pursuant to this Agreement; (iiiC) the term "CompanyPartnership" shall, for all purposes of this Agreement, shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (ivD) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number ofof shares of its common stock, limited partnership interests or equivalent securities in accordance with Section 9 hereof) in connection with such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its securities thereafter deliverable upon the exercise of the Rights; provided that, upon the subsequent occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, units, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the common stock, limited partnership interests or equivalent securities of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of common stock, limited partnership interests or equivalent securities) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property.

Consolidation, Merger or Sale or Transfer. of Assets or ------------------------------------------------------ Earning Power. (a) In the event that, following the Stock Acquisition DateIf, directly or indirectlyindirectly at any time after a Person has become ------------- an Acquiring Person, either (xa) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (yb) any Person (other than a Subsidiary of shall merge with and into the Company in a transaction which complies with Section 11(o)) shall consolidate with, or merge with or into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with any such consolidation or merger, all or part of the outstanding shares Common Shares of the Company Common Stock shall be converted changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (zc) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one or a series of two or more transactions, assets of the Company or earning power aggregating its Subsidiaries which constitute more than 50% of the assets or which produce more than 50% of the earning power of the Company and its Subsidiaries, Subsidiaries (taken as a whole (whole) to any Person or any Affiliate or Associate of such event being a "Section 13 Event")Person other than the Company or one or more of its Wholly-Owned Subsidiaries, then, and in each such case, the Company agrees that, as a condition to engaging in any such transaction, it will make or cause to be made proper provision shall be made so that: that (i1) each holder of a Right, Right (except as otherwise provided in Section 7(e), herein) shall thereafter have the right to receive, upon the exercise thereof at in accordance with the then current Purchase Priceterms of this Agreement and in lieu of Preferred Shares, such number of validly authorized and issuedCommon Shares of such other Person (including the Company as successor thereto or as the surviving corporation) or, fully paid and non-assessable shares if such other Person is a Subsidiary of Common Stock another Person, of the Principal Party, Person or Persons (other than individuals) which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions or other adverse claimsultimately control such first-mentioned Person, as shall be equal to the result obtained by (1x) multiplying the then current Purchase Price by the number of Units one one-thousandths of a Preferred Stock Share for which a Right is then exercisable immediately prior (without taking into account any adjustment previously made pursuant to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence12(a)(2)) and (2) dividing that product by (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreementy) by 50% of the current per share market price of the Common Shares of such other Person (determined pursuant to Section 11(d)12(d) per share of the Common Stock of such Principal Party hereof) on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer; (ii2) the issuer of such Principal Party Common Shares shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii3) the term "Company" shall", for all purposes of this Agreementas used herein, shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Eventissuer; and (iv4) such Principal Party issuer shall take such steps (including, but not limited to, including without limitation the reservation of a sufficient number ofof shares of its Common Shares in accordance with Section 10) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the Common Shares thereafter deliverable upon the exercise of the Rights. The Company shall not enter into any transaction of the kind referred to in this Section 14 if at the time of such transaction there are outstanding any rights, warrants, instruments or securities or any agreement, understanding or arrangements which, as a result of the consummation of such transaction, would substantially diminish or otherwise eliminate the benefits intended to be afforded by the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent an agreement supplemental to this Agreement complying with the provisions of this Section 14. The provisions of this Section 14 shall similarly apply to successive mergers or consolidations or sales or other transfers. For the purposes of this Section 14, 50% of the assets of the Company and its Subsidiaries shall be determined by reference to the book value of such assets as set forth in the most recent consolidated balance sheet of the Company and its Subsidiaries (which need not be audited) and 50% of the earning power of the Company and its Subsidiaries shall be determined by reference to the mathematical average of the operating income resulting from the operations of the Company and its Subsidiaries for the two most recent full fiscal years as set forth in the consolidated and consolidating financial statements of the Company and its Subsidiaries for such years; provided, however, that, if the Company has, during such period, engaged in one or more transactions to which purchase accounting is applicable, such determination shall be made by reference to the pro forma operating income of the Company and its Subsidiaries giving effect to such transactions as if they had occurred at the commencement of such two-year period.

Consolidation, Merger or Sale or Transfer. of Assets --------------------------------------------------- or Earning Power. ------------------ (a) In the event that, on or following the Stock Acquisition Date, directly or indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate withwith the Company, or merge with or into, and into the Company, Company and the 35 Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be converted changed into or exchanged for stock or other securities of any other Person or cash or any other propertyproperty or all holders of shares of Common Stock are not treated alike or following the merger or consolidation the holders of Common Stock immediately prior to the transaction do not hold in the same proportion all of the voting power of the corporation surviving the transaction, or (z) the Company shall sell sell, mortgage or otherwise transfer (or one or more of its Subsidiaries subsidiaries shall sell sell, mortgage or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries, subsidiaries (taken as a whole (whole) to any such event being a "Section 13 Event")other Person, then, and in each such case, proper provision shall be made so that: that (i) following the Distribution Date, each holder of a Right, except as provided in Section 7(e), shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase PricePrice in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid and non-assessable shares of freely tradable Common Stock of the Principal PartyParty (as hereinafter defined), which shares shall not be subject to any free and clear of liens, encumbrances, rights of call or first refusal, transfer restrictions encumbrances or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price for one full share of Common Stock by the number of Units one tenths of Preferred a share of Common Stock for which a Right is then exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event and dividing that product by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the current market price (determined pursuant to Section 11(d)) per one full share of the Common Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of36

Consolidation, Merger or Sale or Transfer. of Assets or Earning Power. (a) In the event that, following the Stock Acquisition Date, directly or indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)11(n) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)11(n) hereof) shall consolidate with, or merge with or into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be converted changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one transaction or more transactionsa series of related transac- tions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries, Subsidiaries (taken as a whole whole) to any Person or Persons (other than the Company or any such event being a "Subsidiary of the Company in one or more transactions each of which complies with Section 13 Event"11(n) hereof), then, and in each such casecase (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e)) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase PricePrice in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid and paid, non-assessable and freely tradeable shares of Common Stock of the Principal Party, which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions or other adverse claims, Party (as such term is hereinafter defined) as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of Units shares of Preferred Common Stock for which a Right is exercisable by such holder immediately prior to the first occurrence of a Section 13 13(a) Event (or, if a Section 1l (a)(ii11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 13(a) Event, multiplying the Purchase Price in effect immediately prior to the first occurrence of such Section 11(a)(ii) Event by the number of such Units shares of Common Stock for which a Right would be was exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event by the Purchase Price which would be in effect hereunder but for immediately prior to such first occurrence) and (2) dividing that product (whichsuch product, following the fast first occurrence of a Section 13 13(a) Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50% of the current market price Current Market Price (determined pursuant to Section 11(d)) hereof with respect to the Common Stock) per share of the Common Stock of such Principal Party on the date of consummation of such the Section 13 13(a) Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 13(a) Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 13(a) Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number ofof shares of its Common Stock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13(a)

Consolidation, Merger or Sale or Transfer. of Assets or Earning Power. (a) In the event that, following the Stock Acquisition Date, directly or indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which that complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which that complies with Section 11(o)) shall consolidate with, or merge with or into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be converted into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries, taken as a whole (any such event described in clause (x), (y) or (z) being a "Section 13 Event"), then, and in each such case, proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e), shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price, such number of validly authorized and issued, fully paid and non-assessable shares of Common Stock of the Principal Party, which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of Units of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii11(a)(ii) Event by the Purchase Price which that would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the fast first occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the current market price (determined pursuant to Section 11(d)) per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number ofof shares of its Common Stock) in connection with the consummation of any such transaction as may be necessary to ensure that the provisions of this Agreement shall thereafter be applicable to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) shall be of no further effect following the first occurrence of any Section 13 Event.

Consolidation, Merger or Sale or Transfer. of Assets or ------------------------------------------------------ Earning Power. (a) In the event that, following the Stock Acquisition Dateevent, directly or indirectly, either (x) at any time after a Person ------------- has become an Acquiring Person, the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))Person, and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate withwith the Company, or merge with or into, and into the Company, Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock Shares shall be converted changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries, Subsidiaries (taken as a whole (whole) to any such event being a "Section 13 Event")other Person other than the Company or one or more of its wholly-owned Subsidiaries, then, and in each such case, proper provision shall be made so that: that (i) each holder of a Right, Right (except as otherwise provided in Section 7(e), herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase PricePrice multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of validly authorized and issued, fully paid and non-assessable shares Common Shares of Common Stock of such other Person (including the Principal Party, which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions Company as successor thereto or other adverse claims, as the surviving corporation) as shall be equal to the result obtained by (1A) multiplying the then current Purchase Price by the number of Units one one-hundredths of a Preferred Stock Share for which a Right is then exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product by (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this AgreementB) by 50% of the then current per share market price of the Common Shares of such other Person (determined pursuant to Section 11(d)) per share of the Common Stock of such Principal Party hereof) on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer; (ii) the issuer of such Principal Party Common Shares shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Eventissuer; and (iv) such Principal Party issuer shall take such steps (including, but not limited to, the reservation of a sufficient number ofof its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the Common Shares thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers.

Consolidation, Merger or Sale or Transfer. of Assets --------------------------------------------------- or Earning Power. ----------------- (a) In the event that, on or following the Stock Acquisition Date, directly or indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate withwith the Company, or merge with or into, and into the Company, Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be converted changed into or exchanged for stock or other securities of any other Person or cash or any other propertyproperty or all holders of shares of Common Stock are not treated alike or following the merger or consolidation the holders of Common Stock immediately prior to the transaction do not hold in the same proportion all of the voting power of the corporation surviving the transaction, or (z) the Company shall sell sell, mortgage or otherwise transfer (or one or more of its Subsidiaries subsidiaries shall sell sell, mortgage or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries, subsidiaries (taken as a whole (whole) to any such event being a "Section 13 Event")other Person, then, and in each such case, proper provision shall be made so that: that (i) following the Distribution Date, each holder of a Right, except as provided in Section 7(e), shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase PricePrice in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid and non-assessable shares of freely tradable Common Stock of the Principal PartyParty (as hereinafter defined), which shares shall not be subject to any free and clear of liens, encumbrances, rights of call or first refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of Units of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the current market price (determined pursuant to Section 11(d)) per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of41

Consolidation, Merger or Sale or Transfer. of Assets or ------------------------------------------------------- Earning Power. (a) In the event that, following the Stock Acquisition Dateevent, directly or indirectly, either at any time after a Person ------------- has become an Acquiring Person, (xa) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (yb) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate withwith the Company, or merge with or into, and into the Company, Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock Shares shall be converted changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (zc) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries, Subsidiaries (taken as a whole (whole) to any such event being a "Section 13 Event")other Person other than the Company or one or more of its wholly-owned Subsidiaries, then, and in each such case, proper provision shall be made so that: that (i) each holder of a Right, Right (except as otherwise provided in Section 7(e), herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase PricePrice multiplied by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of validly authorized and issued, fully paid and non-assessable shares Common Shares of Common Stock of such other Person (including the Principal Party, which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions Company as successor thereto or other adverse claims, as the surviving corporation) as shall be equal to the result obtained by (1A) multiplying the then current Purchase Price by the number of Units one one-thousandths of a Preferred Stock Share for which a Right is then exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product by (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this AgreementB) by 50% of the then current per share market price of the Common Shares of such other Person (determined pursuant to Section 11(d)) per share of the Common Stock of such Principal Party hereof) on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer; (ii) the issuer of such Principal Party Common Shares shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Eventissuer; and (iv) such Principal Party issuer shall take such steps (including, but not limited to, the reservation of a sufficient number ofof its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the Common Shares of the Company thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless, prior thereto, the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. Pursuant to Section 27 hereof, the prior written consent of the Rights Agent must be obtained in connection with any such supplemental agreement that alters the right, duties or obligations of the Rights Agent. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers. The Rights Agent may rely, and shall be fully authorized and protected in relying, on a certificate of the Corporation stating that the provisions of Section 13 have been fulfilled.

Consolidation, Merger or Sale or Transfer. of -------------------------------------------- Assets or Earning Power. ----------------------- (a) In Except for any transaction approved by the Board of Directors, in the event that, following at any time on or after the Stock Acquisition Distribution Date, (x) the Company shall, directly or indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person or Persons (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), an Exempt Person) and the Company shall not be the surviving or continuing or surviving corporation of such consolidation or merger, or (y) any Person or Persons (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)an Exempt Person) shall shall, directly or indirectly, consolidate with, or merge with or and into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be converted changed into or exchanged for stock or other securities of any other Person (other than an Exempt Person) or of the Company or cash or any other property, or (z) the Company shall or one or more of its Subsidiaries shall, directly or indirectly, sell or otherwise transfer to any Persons (other than an Exempt Person) in one or a series of related transactions, or the Company or one or more of its Subsidiaries shall sell or otherwise transfer) transfer to any Person or Persons (other than the Company or any of its Subsidiaries an Exempt Person) in one or more transactions each a series of which complies with Section 11(o)), in one or more related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries, Subsidiaries (taken as a whole (any such event being a "Section 13 Event"whole), then, and in each on the first occurrence of any such caseevent, proper provision shall be made so that: that (i) each holder of record of a Right, except as provided in Section 7(e)) hereof, shall thereafter have the right to receive, upon the exercise thereof at and payment of the then current Purchase PriceExercise Price in accordance with the terms of this Rights Agreement, such number of shares of validly authorized and issued, fully paid and paid, non-assessable shares of and freely tradeable Common Stock of the Principal PartyParty (as defined in paragraph (b) below), which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions refusal or other adverse claims, as shall be equal to shall, based on the result obtained by (1) multiplying the then current Purchase Price by the number of Units of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the current market price (determined pursuant to Section 11(d)) per share Fair Market Value of the Common Stock of such the Principal Party on the date of consummation the Consummation of such Section 13 Eventconsolidation, merger, sale or transfer, equal twice the Exercise Price; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number ofRights

Consolidation, Merger or Sale or Transfer. of Assets or Earning PowerOF ASSETS OR ------------------------------------------------------ EARNING POWER. ------------- (a) In the event that, following the Stock Acquisition Date, directly or indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) hereof) shall consolidate with, or merge with or into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be converted changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries, Subsidiaries (taken as a whole whole) to any Person or Persons (other than the Company or any such event being a "Subsidiary of the Company in one or more transactions each of which complies with Section 13 Event"11(o) hereof), then, and in each such casecase except as may be contemplated by Section 13(d) hereof, proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e)) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase PricePrice in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, nonassessable and non-assessable freely tradeable shares of Common Stock of the Principal PartyParty (as such term is hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of Units one one-hundredths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units one one-hundredths of a share for which a Right would be was exercisable hereunder but for immediately prior to the first occurrence of such a Section 1l (a)(ii11(a)(ii) Event by the Purchase Price which would be in effect hereunder but for immediately prior to such first occurrence) ), and (2) dividing that product (which, following the fast first occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by (2) 50% of the current market price Current Market Price (determined pursuant to Section 11(d)11(d)(i) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number ofof shares of its Common Stock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.

Consolidation, Merger or Sale or Transfer. of Assets or Earning PowerOF -------------------------------------------- ASSETS OR EARNING POWER. (a) ----------------------- In the event that, following on or after the Stock Acquisition Date, directly or indirectly, either (xa) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (yb) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate withconsolidate, or merge with or into, and into the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock of the Company shall be converted changed or otherwise transformed into or exchanged for stock or other securities of any other Person or the Company or cash or any other property, or (zc) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of (A) the assets or earning power (taken at net asset value as stated on the books of the Company and its Subsidiaries, taken as determined on a whole (consolidated basis in accordance with generally accepted accounting principles consistently applied) to any such event being a "Section 13 Event")other Person or Persons, then, from and in each after such caseevent, proper provision shall be made so that: that (i) each holder of a Right, except as provided in Section 7(e)) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase PricePrice in effect at the time of such exercise in accordance with the terms of this Agreement, such number of shares of validly authorized and issued, fully paid and paid, non-assessable shares of Common Stock of the Principal Party, which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of Units of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the current market price (determined pursuant to Section 11(d)) per share of the freely tradeable Common Stock of such Principal Party on other Person (or, in the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence case of a Section 13 Event; transaction or series of transactions described in clause (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number ofc)

Consolidation, Merger or Sale or Transfer. of Assets or Earning Power. (a) In the event that, following the Stock Share Acquisition DateDate (or, if earlier, the date on which a Person is declared to be an Adverse Person), directly or indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))Person, and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate with, or merge with or into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock Shares shall be converted changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries, Subsidiaries (taken as a whole whole) to any Person or Persons (other than the Company or any such event being a "Section 13 Event"Subsidiary of the Company), then, and in each such casecase (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e)) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase PricePrice in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, non- assessable and non-assessable shares of freely tradeable Common Stock Shares of the Principal Party, which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions or other adverse claims, Party (as such term is hereinafter defined) as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of Units of Preferred Stock Common Shares for which a Right is exercisable by such holder immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 13(a) Event, multiplying the Purchase Price in effect immediately prior to the first occurrence of such Section 11(a)(ii) Event by the number of such Units Common Shares for which a Right would be was exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event by the Purchase Price which would be in effect hereunder but for immediately prior to such first occurrence) and (2) dividing that product (whichsuch product, following the fast first occurrence of a Section 13 13(a) Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by (2) 50% of the current market price (determined pursuant to Section 11(d)) hereof with respect to the Common Shares) per share of the Common Stock Share of such Principal Party on the date of consummation of such the Section 13 13(a) Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number ofof its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its common shares thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.

Consolidation, Merger or Sale or Transfer. of Assets or Earning Power. (a) In the event (a "Section 13 Event") that, following the Stock Acquisition Date, directly or indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPersons, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate with, with or merge with or and into, the Companyany Person or Persons, and the Company shall be the continuing or surviving corporation of such consolidation or merger and(other than, in connection with such a case of any transaction described in (x) or (y), a merger or consolidation or merger, which would result in all or part of the securities generally entitled to vote in the election of directors ("voting securities") of the Company outstanding shares immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting securities of Company Common Stock shall be converted into or exchanged for stock such surviving entity outstanding immediately after such merger or other consolidation and holders of such securities not having changed as a result of any other Person such merger or cash or any other propertyconsolidation), or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries, Subsidiaries (taken as a whole and calculated on the basis of the Company's most recent regularly prepared financial statements) to any Person or Persons (other than the Company or any such event being a "Subsidiary of the Company in one or more transactions each of which does not violate Section 13 Event"11(o) hereof), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision shall be made so that: that (i) each holder of a Right, except as provided in Section 7(e)) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase PricePrice in accordance with the terms of this Agreement and in lieu of the Preferred Shares, Common Stock and other securities or assets of the Company, such number of validly authorized and issued, fully paid and paid, non-assessable and freely tradable shares of Common Stock of the Principal PartyParty (as hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions refusal or other adverse claims, as shall be equal to the result obtained by (1A) multiplying the then current Purchase Price by the number of Units one one-hundredths of a Preferred Stock Share for which a Right is was exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a without taking into account any adjustment previously made pursuant to Section 1l (a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence11(a)(ii)) and (2y) dividing that product (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the current market price (determined pursuant to Section 11(d)) per share of the Common Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number ofof shares of its Common Stock in accordance with Section 9 hereof (applying the provisions thereof with respect to Preferred Shares of the Company to the Common Stock of such Principal Party)) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be possible, in relation to the shares of its Common Stock thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer. of Assets --------------------------------------------------- or Earning Power. (a) In the event that, following the Stock Acquisition Dateevent, directly or indirectly, either (xa) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (yb) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate withwith the Company, or merge with or into, and into the Company, Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock Shares shall be converted changed into or exchanged for stock or other securities of any other Person (including the Company) or cash or any other property, or (zc) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries, Subsidiaries (taken as a whole (whole) to any such event being a "Section 13 Event")other Person other than the Company or one or more of its wholly-owned Subsidiaries, then, and in each such case, proper provision shall be made so that: that (i) each holder of a Right, Right (except as otherwise provided in Section 7(e), herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase PricePrice multiplied by ten times the number of tenths of a Common Share for which a Right is then exercisable, in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid and non-assessable shares Common Shares of Common Stock of such other Person (including the Principal Party, which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions Company as successor thereto or other adverse claims, as the surviving corporation) as shall be equal to the result obtained by (1x) multiplying the then current Purchase Price by ten times the number of Units tenths of Preferred Stock a Common Share for which a Right is then exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2y) dividing that product (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the then current per share market price of the Common Shares of such other Person (determined pursuant to Section 11(d)) per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer; (ii) the issuer of such Principal Party Common Shares shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Eventissuer; and (iv) such Principal Party issuer shall take such steps (including, but not limited to, the reservation of a sufficient number ofof its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the Common Shares thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers.

Consolidation, Merger or Sale or Transfer. of Assets or ------------------------------------------------------ Earning Power. (a) In the event that, following the Stock Acquisition Dateevent, directly or indirectly, either (xa) the Company shall ------------- consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or mergerperson, (yb) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate withwith the Company, or merge with or into, and into the Company, Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock Shares shall be converted changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (zc) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries, Subsidiaries (taken as a whole (whole) to any such event being a "Section 13 Event")other Person other than the Company or one or more of its wholly-owned Subsidiaries, then, and in each such case, proper provision shall be made so that: that (i) each holder of a Right, Right (except as otherwise provided in Section 7(e), herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase PricePrice multiplied by the number of Units of Preferred Stock for which a Right is then exercisable, in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid and non-assessable shares Common Shares of Common Stock of such other Person (including the Principal Party, which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions Company as successor thereto or other adverse claims, as the surviving corporation) as shall be equal to the result obtained by (1x) multiplying the then current Purchase Price by the number of Units of Preferred Stock for which a Right is then exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product by (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreementy) by 50% of the then current per share market price of the Common Shares of such other Person (determined pursuant to Section 11(d)) per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer; (ii) the issuer of such Principal Party Common Shares shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Eventissuer; and (iv) such Principal Party issuer shall take such steps (including, but not limited to, the reservation of a sufficient number ofof its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the Common Shares thereafter deliverable upon the exercise of the Rights. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers.

Consolidation, Merger or Sale or Transfer. of Assets or Earning Power. (a) In the event that, following the Stock Acquisition Date, directly or indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) hereof) shall consolidate with, or merge with or into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be converted changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or a series of related transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company or any Subsidiary of its Subsidiaries the Company in one or more transactions each of which complies with Section 11(o)), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries, taken as a whole (any such event being a "Section 13 Event") hereof), then, and in each such casecase (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e)) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase PricePrice in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid and paid, non-assessable and freely tradeable shares of Common Stock of the Principal PartyParty (as such term is hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of Units one one- hundredths of a share of Preferred Stock for which a Right is was exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii) 11 Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units one one-hundredths of a share for which a Right would be was exercisable hereunder but for immediately prior to the first occurrence of such a Section 1l (a)(ii) 11 Event by the Purchase Price which would be in effect hereunder but for immediately prior to such first occurrence) and (2) dividing that product (which, following the fast first occurrence of a Section 13 Event, Event shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by (2) 50% of the current market price (determined pursuant to Section 11(d)) Current Market Price per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number ofof shares of its Common Stock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event. (b) "Principal Party" shall mean: (i) in the case of any transaction described in clause (x) or (y) of the first sentence of Section 13(a), the Person that is the issuer of any securities for or into which shares of Common Stock of the Company are converted in such merger or consolidation, and if no securities are so issued, the Person that is the other party to such merger or consolidation; and (ii) in the case of any transaction described in clause (z) of the first sentence of Section 13(a), the Person that is the party receiving the greatest portion of the assets or earning power transferred pursuant to such transaction or transactions; provided, however, that in any such case, (1) if the Common Stock of such Person is not at such time and has not been continuously over the preceding twelve (12) month period registered under Section 12 of the Exchange Act, and such Person is a direct or indirect Subsidiary of another Person the Common Stock of which is and has been so registered, "Principal Party" shall refer to such other Person; and (2) in case such Person is a Subsidiary, directly or indirectly, of more than one Person, the Common Stocks of two or more of which are and have been so registered, "Principal Party" shall refer to whichever of such Persons is the issuer of the Common Stock having the greatest aggregate market value. (c) The Company shall not consummate any Section 13 Event unless the Principal Party shall have a sufficient number of authorized shares of its Common Stock which have not been issued or reserved for issuance to permit the exercise in full of the Rights in accordance with this Section 13 and unless prior thereto the Company and such Principal Party shall have executed and delivered to the Rights Agent a supplemental agreement providing for the terms set forth in paragraphs (a) and (b) of this Section 13 and further providing that, as soon as practicable after the date of any such Section 13 Event, the Principal Party will (i) prepare and file a registration statement under the Securities Act, with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and will use its best efforts to cause such registration statement to (A) become effective as soon as practicable after such filing and (B) remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the Expiration Date; (ii) use its best efforts to qualify or register the Rights and the securities purchasable upon exercise of the Rights under blue sky laws of such jurisdiction, as may be necessary or appropriate; and (iii) will deliver to holders of the Rights historical financial statements for the Principal Party and each of its Affiliates which comply in all respects with the requirements for registration on Form 10 under the Exchange Act. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers. In the event that a Section 13 Event shall occur at any time after the first occurrence of a Section 11 Event, the Rights which have not theretofore been exercised shall thereafter become exercisable in the manner described in Section 13(a). (d) Notwithstanding anything in this Agreement to the contrary, Section 13 shall not be applicable to a transaction described in subparagraphs (x) and (y) of Section 13(a) if (i) such transaction is consummated with a Person or Persons (or a wholly-owned Subsidiary of any such Person or Persons) who acquired shares of Common Stock pursuant to a Qualifying Offer, (ii) the price per share of Common Stock offered in such transaction is not less than the price per share of Common Stock paid to all holders of shares of Common Stock whose shares were purchased pursuant to such Qualifying Offer, and (iii) the form of consideration being offered to the remaining holders of shares of Common Stock pursuant to such transaction is the same as the form of consideration paid pursuant to such Qualifying Offer. Upon consummation of any such transaction contemplated by this Section 13(d), all Rights hereunder shall expire. Section 14.

Consolidation, Merger or Sale or Transfer. of Assets or Earning PowerOF ASSETS OR ------------------------------------------------------ EARNING POWER. ------------- (a) In the event that, following the Stock Acquisition Date, directly or indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate with, or merge with or into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be converted changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries, Subsidiaries (taken as a whole (whole) to any such event being a "Section 13 Event")Person or Persons, then, and in each such case, the Company and the Principal Party (as such term is herein defined) and its Affiliates and Associates shall make proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e)) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase PricePrice in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, nonassessable and non-assessable freely tradable shares of Common Stock of the Principal PartyParty (as such term is hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions refusal or other adverse claims, as shall be equal to the result obtained by (1l) multiplying the then current Purchase Price by the number of Units one one-hundredths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units one one-hundredths of a share for which a Right would be was exercisable hereunder but for immediately prior to the first occurrence of such a Section 1l (a)(ii11(a)(ii) Event by the Purchase Price which would be in effect hereunder but for immediately prior to such first occurrence) ), and (2) dividing that product (which, following the fast first occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by (2) 50% of the current market price (determined pursuant to Section 11(d)11(d)(i) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number ofof shares of its Common Stock) in connection with the consummation of any such transactions as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.

Consolidation, Merger or Sale or Transfer. of Assets or Earning Power. (a) In the event that, following the Stock Acquisition Date, directly or indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with is not prohibited by Section 11(o)) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, merger (y) any Person (other than a Subsidiary of the Company in a transaction which complies with is not prohibited by Section 11(o)) hereof) shall consolidate with, or merge with or into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be converted into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with is not prohibited by Section 11(o)) hereof), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries, Subsidiaries (taken as a whole whole) (any such event being a ("Section 13 Flip-Over Event"), then, and in each such case, proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e)) hereof, shall thereafter have the right to receivereceive for each Right, upon the exercise thereof and at a purchase price of 33-1/3% of the then current market price (determined pursuant to Section 11(d) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such Flip-Over Event (which, following the first occurrence of a Flip-Over Event, shall be the "Purchase Price" for all purposes of this Agreement), such number of two (2) validly authorized and issued, fully paid and non-assessable shares of Common Stock of the Principal PartyParty (as such term is hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of Units of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the current market price (determined pursuant to Section 11(d)) per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Flip-Over Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Flip-Over Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number ofof shares of its Common Stock) in connection with the consummation of any such transaction as may be necessary to ensure that the provisions of this Agreement shall thereafter be applicable to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no further effect following the first occurrence of any Flip-

Consolidation, Merger or Sale or Transfer. of Assets or Earning Power. (a) In the event that, following the Stock Acquisition Date, directly or indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate with, or merge with or into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be converted into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries, Subsidiaries (taken as a whole whole) (any such event described in clause (x), (y) or (z) being a "Section 13 Event"), then, and in each such case, proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e), shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price, such number of validly authorized and issued, fully paid and non-assessable shares of Common Stock of the Principal Party, which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of Units of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the current market price (determined pursuant to Section 11(d)) per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number ofnot

Consolidation, Merger or Sale or Transfer. of Assets or ------------------------------------------------------ Earning Power. (a) In After the event thatRights become exercisable, following except as provided in ------------- Section 13(b) hereof, in the Stock Acquisition Dateevent, directly or indirectly, either (x1) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (y2) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate withwith the Company, or merge with or into, and into the Company, Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock Shares shall be converted changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (z3) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one or more transactions, directly or indirectly, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries, Subsidiaries (taken as a whole (whole) to any such event being a "Section 13 Event")other Person other than the Company or one or more of its wholly-owned Subsidiaries, then, and in each such case, proper provision shall be made so that: that (i) each holder of a Right, Right (except as otherwise provided in Section 7(e), herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase PricePrice multiplied by the number of one one- hundredths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of validly authorized and issued, fully paid and non-assessable shares Common Shares of Common Stock of such other Person (including the Principal Party, which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions Company as successor thereto or other adverse claims, as the surviving corporation) as shall be equal to the result obtained by (1A) multiplying the then current Purchase Price by the number of Units one one-hundredths of a Preferred Stock Share for which a Right is then exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product by (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this AgreementB) by 50% of the then current per share market price of the Common Shares of such other Person (determined pursuant to Section 11(d)) per share of the Common Stock of such Principal Party hereof) on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer; (ii) the issuer of such Principal Party Common Shares shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Eventissuer; and (iv) such Principal Party issuer shall take such steps (including, but not limited to, the reservation of a sufficient number ofof its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the Common Shares thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers. The supplemental agreement referred to above in this Section 13(a) to be entered into by the Company and the Rights Agent shall also provide that, as soon as practicable after the date of any of the events described in this Section 13(a), such issuer shall:

Consolidation, Merger or Sale or Transfer. of Assets or ------------------------------------------------------ Earning Power. (a) In the event that, following the Stock Acquisition DateIf, directly or indirectly, either at any time after a Person has ------------- become an Acquiring Person, (xi) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (yii) any Person (other than a Subsidiary of shall merge with and into the Company in a transaction which complies with Section 11(o)) shall consolidate with, or merge with or into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with any such consolidation or merger, all or part of the outstanding shares Common Shares of the Company Common Stock shall be converted changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (ziii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one or a series of two or more transactions, assets of the Company or earning power aggregating its Subsidiaries which constitute more than 50% of the assets or which produce more than 50% of the earning power or cash flow of the Company and its Subsidiaries, Subsidiaries (taken as a whole (whole) to any such event being a "Section 13 Event")Person other than the Company or one or more of its Wholly-Owned Subsidiaries, then, and in each such case, the Company agrees that, as a condition to engaging in any such transaction, it will make or cause to be made proper provision shall be made so that: that (i) each holder of a Right, Right (except as otherwise provided in Section 7(e), herein) shall thereafter have the right to receive, upon the exercise thereof at in accordance with the then current Purchase Priceterms of this Agreement and in lieu of Preferred Shares, such number of validly authorized and issued, fully paid and non-assessable shares of Common Stock Shares of the Principal Party, which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions or other adverse claims, Party (as such term is hereinafter defined) as shall be equal to the result obtained by (1X) multiplying the then current Purchase Price by the number of Units one one-hundredths of a Preferred Stock Share for which a Right is then exercisable immediately prior (without taking into account any adjustment previously made pursuant to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence12(a)(ii)) and (2) dividing that product by (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this AgreementY) by 50% of the current per share market price of the Common Shares of such other Person (determined pursuant to Section 11(d12(d)) per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company," shallas used herein, for all purposes of this Agreement, shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (iv) such the Principal Party shall take such steps (including, but not limited to, including without limitation the reservation of a sufficient number ofof shares of its Common Shares in accordance with Section 10) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the Common Shares thereafter deliverable upon the exercise of the Rights. The Company shall not enter into any transaction of the kind referred to in this Section 14 if at the time of such transaction there are outstanding any rights, warrants, instruments or securities or any agreement or arrangements which, as a result of the consummation of such transaction, would substantially diminish or otherwise eliminate the benefits intended to be afforded by the Rights. The provisions of this Section 14 shall similarly apply to successive mergers or consolidations or sales or other transfers. For the purposes of this Section 14, 50% of the assets of the Company and its Subsidiaries shall be determined by reference to the book value of such assets as set forth in the most recent consolidated balance sheet of the Company and its Subsidiaries (which need not be audited) and 50% of the earning power or cash flow of the Company and its Subsidiaries shall be determined by reference to the mathematical average of the operating income or cash flow, respectively, resulting from the operations of the Company and its Subsidiaries for the two most recent full fiscal years as set forth in the consolidated and consolidating financial statements of the Company and its Subsidiaries for such years; provided, however, that, if the Company has, during such period, engaged in one or more transactions to which purchase accounting is applicable, such determination shall be made by reference to the pro forma operating income of the Company and its Subsidiaries giving effect to such transactions as if they had occurred at the commencement of such two-year period.

Consolidation, Merger or Sale or Transfer. of Assets or ------------------------------------------------------ Earning Power. (a) In the event that, following at any time after the Stock Acquisition Datetime that any Person ------------- becomes an Acquiring Person, (x) the Corporation shall, directly or indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person or Persons (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), an Exempt Person) and the Company Corporation shall not be the surviving or continuing or surviving corporation of such consolidation or merger, or (y) any Person or Persons (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)an Exempt Person) shall shall, directly or indirectly, consolidate with, or merge with or and into, the CompanyCorporation, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be changed or converted into or exchanged for stock or other securities of any other Person (other than an Exempt Person) or of the Corporation or cash or any other property, or (z) the Company shall sell or otherwise transfer (Corporation or one or more of its Subsidiaries shall shall, directly or indirectly, sell or otherwise transfer) transfer to any other Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)an Exempt Person), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company Corporation and its Subsidiaries, Subsidiaries (taken as a whole (any such event being a "Section 13 Event"whole), then, and in each on the first occurrence of any such caseevent, proper provision shall be made so that: that (i) each holder of record of a Right, except as provided in Section 7(e)) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase PriceExercise Price multiplied by the number of one one-hundredths of a share of Preferred Stock for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu of shares of Preferred Stock, such number of shares of validly authorized and issued, fully paid paid, nonassessable and non-assessable shares of freely tradeable Common Stock of the Principal PartyParty (as defined in Section 13(b) hereof), which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Exercise Price by the number of Units one one-hundredths of a share of Preferred Stock for which a Right is then exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event and dividing that product by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the current market price (determined pursuant to Section 11(d)) then per share Fair Market Value of the Common Stock of the Principal Party on the date of the consummation, merger, sale or transfer; provided, however, that the Exercise Price (as adjusted) and the number of shares of Common Stock of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11 hereof to reflect any events occurring in respect of the Common Stock of such Principal Party on after the date of consummation occurrence of such Section 13 Eventconsolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company Corporation pursuant to this Agreement; (iii) the term "CompanyCorporation" shall, for all purposes of this Agreement, Agreement shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number ofof shares of its Common Stock in accordance with the provisions of Section 9 hereof applicable to the reservation of Preferred Stock) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; provided, however, that, upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all of the assets, recapitalization, reclassification of shares, reorganization or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Exercise Price, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had it, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the occurrence of any event described in clause (x), (y) or (z) above of this Section 13(a).

Consolidation, Merger or Sale or Transfer. of -------------------------------------------- Assets or Earning Power. ------------------------ (a) In Subject to Section 24, in the event that, following the Stock Acquisition Date, directly or indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate withwith the Company, or merge with or into, and into the Company, Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and(other than, in connection with such the case of either transaction described in (x) or (y), a merger or consolidation or merger, which would result in all or part of the Voting Power represented by the securities of the Company outstanding shares of Company Common Stock shall be immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into or exchanged for stock or other securities of any other Person the surviving entity) all of the Voting Power represented by the securities of the Company or cash such surviving entity outstanding immediately after such merger or any other propertyconsolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries, subsidiaries (taken as a whole (whole) to any such event being a "Section 13 Event")other Person, then, and in each such case, proper provision shall be made so that: that (i) following the Distribution Date, each holder of a Right, except as provided in subject to Section 7(e), shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase PricePrice in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid and non-assessable shares of freely tradable Common Stock of the Principal PartyParty (as hereinafter defined), which shares shall not be subject to any free and clear of liens, encumbrances, rights of call or first refusal, transfer restrictions encumbrances or other adverse claims, as shall be equal to the result obtained by (1l) multiplying the then current Purchase Price by the number of Units shares of Preferred Common Stock for which a Right is then exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a an event under Section 1l (a)(ii11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Eventpreviously, multiplying the number of such Units shares of Common Stock for which a Right would be was exercisable hereunder but for the occurrence of immediately prior to such Section 1l (a)(ii11(a)(ii) Event event by the Purchase Price which would be in effect hereunder but for immediately prior to such first occurrenceevent) and dividing that product by (2) dividing that product (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the current market price (determined pursuant to Section 11(d)) per share of the Common Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 EventParty; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number ofof shares of its Common Stock) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer. of Assets or Earning Power. (a) In the event that, following the Stock Acquisition Dateevent, directly or indirectly, either (x) the Company Corporation shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))Person, and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate withwith the Corporation, or merge with or into, and into the Company, Corporation and the Company Corporation shall be the continuing or surviving corporation of such merger or consolidation or merger and, in connection with such consolidation merger or mergerconsolidation, all or part of the outstanding shares of Company Common Stock Shares shall be converted changed into or exchanged for stock or other securities of any other Person (or the Corporation) or cash or any other property, or (zc) the Company Corporation shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one or more transactions, assets or earning power (including without limitation securities creating any obligation on the part of the Corporation and/or any of its Subsidiaries) aggregating more than 50% or more of the assets or earning power of the Company Corporation and its Subsidiaries, Subsidiaries (taken as a whole (whole) to any such event being a "Section 13 Event")other Person other than the Corporation or one or more of its wholly-owned Subsidiaries, then, and in each such case, proper provision shall be made so that: that (i) each holder of a Right, Right (except as otherwise provided in Section 7(e), herein) shall thereafter have the right to receive, upon the exercise thereof at in accordance with the then current Purchase Priceterms of this Agreement and in lieu of Common Shares of the Corporation, such number of validly authorized and issued, fully paid paid, nonassessable and non-assessable shares freely tradeable Common Shares of Common Stock such other Person (including the Corporation as successor thereto or as the surviving corporation), free and clear of the Principal Partyany liens, which shares shall encumbrances and other adverse claims and not be subject to any liens, encumbrances, rights of call or first refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1A) multiplying the then current Purchase Price by the number of Units of Preferred Stock Common Shares for which a Right is then exercisable immediately prior (without taking into account any adjustment previously made pursuant to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrencehereof) and (2) dividing that product by (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this AgreementB) by 50% of the then current per share market price of the Common Shares of such other Person (determined pursuant to Section 11(d)) per share of the Common Stock of such Principal Party hereof) on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer; (ii) the Issuer of such Principal Party Common Shares shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company Corporation pursuant to this Agreement; (iii) the term "CompanyCorporation" shall, for all purposes of this Agreement, shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 EventIssuer; and (iv) such Principal Party Issuer shall take such steps (including, but not limited to, the reservation of a sufficient number ofof its Common Shares) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the Common Shares thereafter deliverable upon the exercise of the Rights. For purposes of this Section 13, "Issuer" shall mean (x) in the case of any event described in Sections 13(a) or (b) above, the Person that is the continuing, surviving, resulting or acquiring Person (including the Corporation as the continuing or surviving corporation of a transaction described in Section 13(b) above), and (y) in the case of any event described in Section 13(c) above, the Person that is the party receiving the greatest portion of the assets or earning power (including without limitation securities creating any obligation on the part of the Corporation and/or any of its Subsidiaries) transferred pursuant to such transaction or transactions; provided, however, that, in any such case, (A) if (1) no class of equity security of such Person is, at the time of such merger, consolidation or transaction and has been continuously over the preceding 12-month period, registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, and (2) such Person is a Subsidiary, directly or indirectly, of another Person, a class of equity security of which is and has been so registered, the term "Issuer" shall mean such other Person; and (B), in case such Person is a Subsidiary, directly or indirectly, of more than one Person, a class of equity security of two or more of which are and have been so registered, the term "Issuer" shall mean whichever of such Persons is the issuer of the equity security having the greatest aggregate market value. Notwithstanding the foregoing, if the Issuer in any of the events listed above is not a corporation or other legal entity having outstanding equity securities, then, and in each such case, (i) if the Issuer is directly or indirectly wholly owned by a corporation or other legal entity having outstanding equity securities, then all references to Common Shares of the Issuer shall be deemed to be references to the Common Shares of the corporation or other legal entity having outstanding equity securities which ultimately controls the Issuer, and (ii) if there is no such corporation or other legal entity having outstanding equity securities, (Y) proper provision shall be made so that the Issuer shall create or otherwise make available for purposes of the exercise of the Rights in accordance with the terms of this Agreement, a type or types of security or securities having a fair market value at least equal to the economic value of the Common Shares which each holder of a Right would have been entitled to receive if the Issuer had been a corporation or other legal entity having outstanding equity securities; and (Z) all other provisions of this Agreement shall apply to the issuer of such securities as if such securities were Common Shares. The Corporation shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Issuer shall have a sufficient number of authorized Common Shares (or other securities as contemplated above) which have not been issued or reserved for issuance to permit the exercise in full of the Rights in accordance with this Section 13 and unless prior to such consummation the Corporation and such Issuer shall have executed and delivered to the Rights Agent a supplemental agreement providing for the terms set forth in this Section 13 and further providing that as soon as practicable after the consummation of any such consolidation, merger, sale or transfer, the Issuer will