Common use of Optional Redemption Upon Change of Control Clause in Contracts

Optional Redemption Upon Change of Control. a) The provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this First Supplemental Indenture, shall apply to the Notes. b) Prior to the Notes Par Call Date, the Notes shall be redeemable in whole but not in part at the Company’s option at any time within 90 days of the occurrence of a Change of Control, at a price equal to 100.5% of their principal amount, plus accrued and unpaid interest to, but excluding, the Redemption Date. c) Redemption shall be upon notice not fewer than 10 days and not more than 60 days prior to the Redemption Date. The Trustee shall have no obligation to calculate any redemption price or any component thereof, and the Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate delivered by the Company that specifies any redemption price. d) Unless the Company defaults on the payment of the redemption price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption. e) A “Change of Control” will be deemed to have occurred at the time after the Notes are originally issued if: 1) any “Person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “Beneficial Owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (1) such Person shall be deemed to have “Beneficial Ownership” of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50.0% of the total voting power of the Voting Stock of the Company; 2) the merger or consolidation of the Company with or into another Person or the merger of another Person with or into the Company, or the sale of all or substantially all the assets of the Company (determined on a consolidated basis) to another Person other than a transaction following which, in the case of a merger or consolidation transaction, holders of securities that represented 100.0% of the Voting Stock of the Company immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction and in substantially the same proportion as before the transaction;

Optional Redemption Upon Change of Control. a) The provisions of Article 11 In addition to the rights of the Base IndentureHolders of Series D Preferred Stock under Section 16(a), as supplemented by upon a Change of Control of the provisions Corporation each Holder of this First Supplemental IndentureSeries D Preferred Stock shall have the right, shall apply at such Holder’s option, to require the Corporation to redeem all or a portion of such Holder’s Series D Preferred Stock at a price per Series D Preferred Stock equal to the Notes. bStated Value plus all accrued but unpaid dividends thereon through the date of payment (the “Change of Control Redemption Price”). No sooner than 60 days nor later than ten (10) Prior days prior to the Notes Par Call Date, the Notes shall be redeemable in whole but not in part at the Company’s option at any time within 90 days of the occurrence consummation of a Change of Control, at a price equal but not prior to 100.5% the public announcement of their principal amount, plus accrued and unpaid interest to, but excludingsuch Change of Control, the Redemption Date. cCorporation shall deliver written notice thereof via facsimile and overnight courier (a “Notice of Change of Control”) Redemption shall be upon notice to each Holder of Series D Preferred Stock. At any time during the period beginning after receipt of a Notice of Change of Control (or, in the event a Notice of Change of Control is not fewer than 10 days and not more than 60 delivered at least ten (10) days prior to the Redemption Date. The Trustee shall have no obligation to calculate any redemption price or any component thereof, and the Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate delivered by the Company that specifies any redemption price. d) Unless the Company defaults on the payment of the redemption price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption. e) A “a Change of Control” will be deemed to have occurred , at the any time on or after the Notes are originally issued if: 1date which is ten (10) any “Person” (as such term is used in Sections 13(ddays prior to a Change of Control) and 14(dending on the twentieth day following Holder’s receipt of a Notice of Change of Control, any Holder of the Series D Preferred Stock then outstanding may require the Corporation to redeem all or a portion of the Holder’s Series D Preferred Stock then outstanding by delivering written notice thereof via facsimile and overnight courier (a “Notice of Redemption Upon Change of Control”) to the Corporation, which Notice of Redemption Upon Change of Control shall indicate (i) the number of Series D Preferred Stock that such Holder is submitting for redemption, and (ii) the applicable Change of Control Redemption Price, as calculated pursuant to this Section 16(b). Upon the Corporation’s receipt of a Notice(s) of Redemption Upon Change of Control from any Holder of Series D Preferred Stock, the Exchange ActCorporation shall promptly, but in no event later than two (2) is or becomes the “Beneficial Owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange ActTrading Days following such receipt, except that for purposes notify each Holder of this clause (1) such Person shall be deemed to have “Beneficial Ownership” of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50.0% Series D Preferred Stock by facsimile of the total voting power Corporation’s receipt of such Notice(s) of Redemption Upon Change of Control. The Corporation shall deliver the applicable Change of Control Redemption Price within sixty (60) days of the Voting Stock consummation of the Company; 2Change of Control. Payments provided for in this Section 16(b) the merger or consolidation shall have priority to payments to other stockholders in connection with a Change of the Company with or into another Person or the merger of another Person with or into the Company, or the sale of all or substantially all the assets of the Company (determined on a consolidated basis) to another Person other than a transaction following which, in the case of a merger or consolidation transaction, holders of securities that represented 100.0% of the Voting Stock of the Company immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction and in substantially the same proportion as before the transaction;Control.

Optional Redemption Upon Change of Control. (a) The provisions of Article 11 On or prior to February 1, 1999 and no earlier than 30 days nor later than 60 days after the date upon which the Company mails or causes to mail a written notice to the Holders of the Base Indenture, as supplemented by occurrence of a Change of Control (the provisions “Change of this First Supplemental Indenture, shall apply to the Notes. b) Prior to the Notes Par Call DateControl Redemption Notice”), the Notes Company shall have the right to redeem all or any part of one or more series of the Outstanding Investor Series Bonds (the “Change of Control Redemption”) at a redemption price in cash equal to 108% of the principal amount thereof (the “Change of Control Redemption Price”), plus accrued and unpaid interest through the date of redemption (the “Change of Control Redemption Date”). The Company shall mail or cause to be redeemable in whole but not in part at mailed the Company’s option at any time Change of Control Redemption Notice to each Holder within 90 ten days of the occurrence of a Change of Control, at . (b) If the Company elects to redeem all or part of the Investor Series Bonds pursuant to a price equal to 100.5% Change of their principal amount, plus accrued and unpaid interest to, but excluding, Control Redemption it shall notify the Trustee in writing of the Change of Control Redemption Date, which notice to the Trustee shall be given at least 60 days before the Change of Control Redemption Date (unless a shorter notice period shall be satisfactory to the Trustee). (c) Redemption The Trustee shall select the Bonds of each series to be redeemed prorata (or as nearly pro rata as practicable in the sole discretion of the Trustee) among all of the Holders of Bonds of such series to be redeemed based upon the aggregate principal amount of the Bonds of such series then Outstanding; provided, however, that in the event the redemption would result in the reduction of the principal amount of a Holder’s Bond to less than $1,000, then the entire principal amount of such Holder’s Bond shall be upon notice not fewer than 10 days redeemed. If additional funds are required in order to redeem any fractional interests of a Bond resulting from any Change of Control Redemption, then the Trustee shall promptly notify the Company of the additional amount required, and not more than 60 days the Company shall deposit such amount with the Trustee prior to the applicable Change of Control Redemption Date. Provisions of this Supplemental Indenture that apply to Bonds called for redemption also apply to portions of the principal amount of such Bonds called for redemption. The Trustee shall have no obligation to calculate any redemption price or any component thereof, and the Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate delivered by notify the Company that specifies any redemption price. d) Unless the Company defaults on the payment promptly of the redemption price, on and after Bonds or portions of the Redemption Date, interest will cease principal amount of such Bonds to accrue on the Notes be called for redemption. (d) The Change of Control Redemption Notice shall be prepared by or on behalf of the Company and shall be stated as such, and shall state that a Change of Control has occurred and identify the Bonds to be redeemed. The Change of Control Redemption Notice also shall state or contain: (1) reference to the paragraph number in the Bonds pursuant to which the Bonds are being redeemed in whole or in part; (2) the Change of Control Redemption Date; (3) the Change of Control Redemption Price, and that the Company will pay accrued and unpaid interest on the redeemed Bonds through the Change of Control Redemption Date; (4) if any Bond is being redeemed in part, the portion of the principal amount of such Bond to be redeemed and that, after the Change of Control Redemption Date, upon surrender of such Bond, a new Bond or Bonds of the same series and in principal amount equal to the unredeemed portion will be issued; (5) the name and address of the Paying Agent; (6) unless all the Investor Series Bonds are to be redeemed that the Change of Control Redemption has been effected pro rata among all the Holders of the Bonds of each series called for redemption, except to the extent that the redemption results in the reduction of the principal amount of a Holder’s Bond to less than $1,000 in which case the entire principal amount of such Holder’s Bond will be redeemed; (7) that Bonds called for redemption must be surrendered to the Paying Agent to collect the Change of Control Redemption Price; and (8) that interest on Bonds called for redemption ceases to accrue after the Change of Control Redemption Date. (e) A “On or before 10:00 a.m. Eastern Time on the Change of Control” will Control Redemption Date, the Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay the Change of Control Redemption Price of and accrued and unpaid interest on all Outstanding Bonds to be deemed redeemed on that date. The Trustee or the Paying Agent shall return to have occurred the Company any money not required for that purpose. (f) Once the Change of Control Redemption Notice is mailed, Bonds called for redemption become due and payable on the Change of Control Redemption Date at the time after Change of Control Redemption Price. (g) Notwithstanding the Notes are originally issued if: 1) any “Person” (as such term is used foregoing, in Sections 13(d) and 14(d) redeeming the Investor Series Bonds pursuant to this Section 3.02, the Company will comply with the requirements of the Exchange Act) is or becomes the “Beneficial Owner” (as defined in Rules 13d-3 and 13d-5 Rule 14e-l under the Exchange Act, except that for purposes of this clause (1) and any other securities laws and regulations thereunder to the extent such Person shall be deemed to have “Beneficial Ownership” of all shares that laws and regulations are applicable in connection with any such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50.0% redemption of the total voting power of the Voting Stock of the Company; 2) the merger or consolidation of the Company with or into another Person or the merger of another Person with or into the Company, or the sale of all or substantially all the assets of the Company (determined on Bonds as a consolidated basis) to another Person other than a transaction following which, in the case result of a merger or consolidation transaction, holders Change of securities that represented 100.0% of the Voting Stock of the Company immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction and in substantially the same proportion as before the transaction;Control.

Optional Redemption Upon Change of Control. a) The provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this First Supplemental Indenture, shall apply to the Notes. b) Prior to the Notes Par Call Date, the Notes shall be redeemable for cash in whole but not in part at the Company’s option at any time within 90 days of the occurrence of a Change of Control, at a price equal to 100.5% of their principal amount, plus accrued and unpaid interest to, but excluding, the Redemption Date. c) Redemption shall be upon notice not fewer than 10 days and not more than 60 days prior to the Redemption Date. The Trustee shall have no obligation to calculate any redemption price or any component thereof, and the Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate delivered by the Company that specifies any redemption price. d) Unless the Company defaults on the payment of the redemption price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption. e) A “Change of Control” will be deemed to have occurred at the time after the Notes are originally issued if: 1) any “Person” (as such term is used in Sections 13(d) and 14(d) of the Securities and Exchange Act of 1934 (the “Exchange Act”)) is or becomes the “Beneficial Owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (1) such Person shall be deemed to have “Beneficial Ownership” of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50.0% of the total voting power of the Voting Stock of the Company; 2) the merger or consolidation of the Company with or into another Person or the merger of another Person with or into the Company, or the sale of all or substantially all the assets of the Company (determined on a consolidated basis) to another Person other than a transaction following which, in the case of a merger or consolidation transaction, holders of securities that represented 100.0% of the Voting Stock of the Company immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction and in substantially the same proportion as before the transaction;

Optional Redemption Upon Change of Control. a) The provisions Upon a Change of Article 11 Control of the Base IndentureCompany, as supplemented by each Purchaser shall have the provisions right, at such Purchaser's sole option, to require the Company to redeem all or a portion of this First Supplemental Indenture, shall apply the Purchaser's Series E Senior Preferred Stock at a price per share of each Series E Senior Preferred Stock equal to the Notes. bgreater of (A) Prior 115% of the Stated Value (as such term is defined in the Certificate of Designations) plus all accrued but unpaid dividends thereon through the date of payment, and (B) the product of (x) a fraction, the numerator of which is the Stated Value plus all accrued but unpaid dividends thereon through the date of payment, and the denominator is the Conversion Price (as such term is defined in the Certificate of Designations) in effect at such time as such Purchaser delivers a Notice of Redemption Upon Change of Control (as defined below) and (y) the Volume Weighted Average Price of the Common Stock on the Trading Day immediately preceding such Change of Control (the "Change of Control Redemption Price"). No sooner than thirty (30) days nor later than ten (10) days prior to the Notes Par Call Date, the Notes shall be redeemable in whole but not in part at the Company’s option at any time within 90 days of the occurrence consummation of a Change of Control, at a price equal but not prior to 100.5% the public announcement of their principal amount, plus accrued and unpaid interest to, but excludingsuch Change of Control, the Redemption Date. cCorporation shall deliver written notice thereof (a "Notice of Change of Control") Redemption shall be upon notice to each Purchaser who holds any Series E Senior Preferred Stock. At any time during the period beginning after receipt of a Notice of Change of Control (or, in the event a Notice of Change of Control is not fewer than 10 days and not more than 60 delivered at least ten (10) days prior to the Redemption Date. The Trustee shall have no obligation to calculate any redemption price or any component thereof, and the Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate delivered by the Company that specifies any redemption price. d) Unless the Company defaults on the payment of the redemption price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption. e) A “a Change of Control” will be deemed to have occurred , at the any time on or after the Notes are originally issued if: 1date which is ten (10) any “Person” (as such term is used in Sections 13(ddays prior to a Change of Control) and 14(dending on the date of such Change of Control, any Purchaser may require the Company to redeem all or a portion of the Purchaser's Series E Senior Preferred Stock then outstanding by delivering written notice thereof via facsimile and overnight courier (a "Notice of Redemption Upon Change of Control") to the Company, which Notice of Redemption Upon Change of Control shall indicate (i) the number of Series E Senior Preferred Stock that such Purchaser is submitting for redemption, and (ii) the applicable Change of Control Redemption Price, as calculated pursuant to this Section 4.19(b). Upon the Company's receipt of a Notice(s) of Redemption Upon Change of Control from any Purchaser, the Exchange ActCompany shall promptly, but in no event later than two (2) is or becomes the “Beneficial Owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange ActTrading Days following such receipt, except that for purposes of this clause (1) such Person shall be deemed to have “Beneficial Ownership” of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50.0% of the total voting power of the Voting Stock notify each Purchaser by facsimile of the Company; 2's receipt of such Notice(s) of Redemption Upon Change of Control. The Company shall deliver the merger or consolidation applicable Change of Control Redemption Price simultaneously with the consummation of the Company with or into another Person or the merger Change of another Person with or into the Company, or the sale of all or substantially all the assets of the Company (determined on a consolidated basis) to another Person other than a transaction following which, in the case of a merger or consolidation transaction, holders of securities that represented 100.0% of the Voting Stock of the Company immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction and in substantially the same proportion as before the transaction;Control.

Optional Redemption Upon Change of Control. a) The provisions of Article 11 In addition to the rights of the Base IndentureHolder under Section 5(a), as supplemented by upon a Change of Control of the provisions Issuer the Holder will have the right, at the Holder’s option, to require the Issuer to redeem all or a portion of this First Supplemental Indenture, shall apply the Principal at a price equal to the Notes. bsum of (i) Prior 101% of the Principal plus (ii) all accrued and unpaid interest with respect to such Principal (the “Change of Control Redemption Price”). No sooner than 40 nor later than 30 Business Days prior to the Notes Par Call Date, the Notes shall be redeemable in whole but not in part at the Company’s option at any time within 90 days of the occurrence consummation of a Change of Control, at a price equal to 100.5% of their principal amount, plus accrued and unpaid interest to, but excluding, the Redemption Date. c) Redemption shall be upon notice not fewer than 10 days and not more than 60 days prior to the Redemption Date. The Trustee shall have no obligation to calculate any redemption price or any component thereof, and the Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate delivered by the Company that specifies any redemption price. d) Unless the Company defaults on the payment public announcement of the redemption price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption. e) A “such Change of Control” , the Issuer will be deemed deliver written notice thereof via facsimile and overnight courier to have occurred at the Holder. At any time after the Notes are originally issued if: 1) any “Person” receipt of a Notice of Change of Control (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “Beneficial Owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (1) such Person shall be deemed to have “Beneficial Ownership” of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50.0% of the total voting power of the Voting Stock of the Company; 2) the merger or consolidation of the Company with or into another Person or the merger of another Person with or into the Company, or the sale of all or substantially all the assets of the Company (determined on a consolidated basis) to another Person other than a transaction following whichor, in the case event a notice of Change of Control is not delivered at least 30 Business Days prior to a Change of Control, at any time on or after the date which is 30 Business Days prior to a Change of Control) and ending on and including the date that is ten Business Days prior to the date of such Change of Control, the Holder may require the Issuer to redeem all or a portion of the Principal by delivering written notice thereof via facsimile and overnight courier to the Issuer, which notice of redemption upon change of control will indicate (A) the Principal that the Holder is submitting for redemption, and (B) the applicable Change of Control Redemption Price. Upon the Issuer’s receipt of a merger or consolidation transactionNotice of Redemption Upon Change of Control from any holder of Notes, holders of securities that represented 100.0% the Issuer will promptly, but in no event later than one Business Day following such receipt, notify the Holder by facsimile of the Voting Stock Issuer’s receipt of such notice of redemption. The Issuer will deliver the Change of Control Redemption Price simultaneously with the consummation of the Company immediately prior Change of Control; provided that, if required by Section 3(e), this Note will have been so delivered to such transaction (the Issuer. The Issuer will not enter into any binding agreement or other securities into which arrangement with respect to a Change of Control unless the Issuer provides that the payments provided for in this Section 5(b) will have priority to payments to stockholders in connection with such securities are converted as part Change of Control and the Issuer complies with such merger or consolidation transaction) own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction and in substantially the same proportion as before the transaction;provision.

Optional Redemption Upon Change of Control. a) The provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this First Supplemental Indenture, shall apply to the Notes. b) Prior to the Notes Par Call Date, the Notes shall be redeemable in whole but not in part at the Company’s option at any time within 90 days of the occurrence of a Change of Control, at a price equal to 100.5100% of their principal amount, plus accrued and unpaid interest to, but excluding, the Redemption Date. c) Redemption shall be upon notice not fewer than 10 days and not more than 60 days prior to the Redemption Date. The Trustee shall have no obligation to calculate any redemption price or any component thereof, and the Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate delivered by the Company that specifies any redemption price. d) Unless the Company defaults on the payment of the redemption price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption. e) A “Change of Control” will be deemed to have occurred at the time after the Notes are originally issued if: 1) any “Person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “Beneficial Owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (1) such Person shall be deemed to have “Beneficial Ownership” of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50.0% of the total voting power of the Voting Stock of the Company; 2) the merger or consolidation of the Company with or into another Person or the merger of another Person with or into the Company, or the sale of all or substantially all the assets of the Company (determined on a consolidated basis) to another Person other than a transaction following which, in the case of a merger or consolidation transaction, holders of securities that represented 100.0% of the Voting Stock of the Company immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction and in substantially the same proportion as before the transaction;

Optional Redemption Upon Change of Control. a) The provisions of Article 11 In addition to the rights of the Base Indentureholders under Section 4(a), as supplemented by upon a Change of Control of the provisions Company, the holder of this First Supplemental IndentureNote shall have the right, shall apply at the holder's option, to require the Company to redeem all or a portion of the Conversion Amount represented by this Note for an amount equal to 125% of the then outstanding Conversion Amount of this Note ("Change of Control Redemption Price"). No sooner than fifteen (15) days nor later than ten (10) days prior to the Notes. b) Prior to the Notes Par Call Date, the Notes shall be redeemable in whole but not in part at the Company’s option at any time within 90 days of the occurrence consummation of a Change of Control, at a price equal but not prior to 100.5% the public announcement of their principal amount, plus accrued and unpaid interest to, but excludingsuch Change of Control, the Redemption Date. cCompany shall deliver written notice thereof via facsimile and overnight courier (a "Notice of Change of Control") Redemption shall be upon notice to the holders. At any time during the period beginning after receipt of a Notice of Change of Control (or, in the event a Notice of Change of Control is not fewer than 10 days and not more than 60 delivered at least ten (10) days prior to the Redemption Date. The Trustee shall have no obligation to calculate any redemption price or any component thereof, and the Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate delivered by the Company that specifies any redemption price. d) Unless the Company defaults on the payment of the redemption price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption. e) A “a Change of Control” will be deemed to have occurred , at the any time on or after the Notes are originally issued if: 1date which is ten (10) any “Person” (as such term is used in Sections 13(ddays prior to a Change of Control) and 14(dending on the date of such Change of Control, the holders may require the Company to redeem all or a portion of the Conversion Amount of this Note then outstanding by delivering written notice thereof via facsimile and overnight courier (a "Notice of Redemption Upon Change of Control") to the Company, which Notice of Redemption Upon Change of Control shall indicate (i) the Conversion Amount the holder is submitting for redemption, and (ii) the applicable Change of Control Redemption Price, as calculated pursuant to this Section 4(b). Upon the Company's receipt of a Notice(s) of Redemption Upon Change of Control from any holders of Notes, the Exchange Act) is or becomes the “Beneficial Owner” (as defined Company shall promptly, but in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause no event later than one (1) Business Day following such Person shall be deemed to have “Beneficial Ownership” receipt, notify the holder of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50.0% of the total voting power of the Voting Stock this Note by facsimile of the Company; 2's receipt of such Notice(s) of Redemption Upon Change of Control. The Company shall deliver the merger or consolidation applicable Change of Control Redemption Price simultaneous with the consummation of the Company with or into another Person or the merger Redemption Change of another Person with or into Control; provided that, if required by Section 2(d)(viii), this Note shall have been so delivered to the Company. Notwithstanding anything to the contrary in this Note (including without limitation Section 9), or payments provided for in this Section 4(b) shall have priority to payments to the sale Company's stockholders in connection with a Change of all or substantially all the assets of the Company (determined on a consolidated basis) to another Person other than a transaction following which, in the case of a merger or consolidation transaction, holders of securities that represented 100.0% of the Voting Stock of the Company immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction and in substantially the same proportion as before the transaction;Control.

Optional Redemption Upon Change of Control. a) The provisions of Article 11 In addition to the rights of the Base IndentureHolders of Series C Preferred Stock under Section 16(a), as supplemented by upon a Change of Control of the provisions Corporation each Holder of this First Supplemental IndentureSeries C Preferred Stock shall have the right, shall apply at such Holder’s option, to require the Corporation to redeem all or a portion of such Holder’s Series C Preferred Stock at a price per Series C Preferred Stock equal to the Notes. bStated Value plus all accrued but unpaid dividends thereon through the date of payment (the “Change of Control Redemption Price”). No sooner than 60 days nor later than ten (10) Prior days prior to the Notes Par Call Date, the Notes shall be redeemable in whole but not in part at the Company’s option at any time within 90 days of the occurrence consummation of a Change of Control, at a price equal but not prior to 100.5% the public announcement of their principal amount, plus accrued and unpaid interest to, but excludingsuch Change of Control, the Redemption Date. cCorporation shall deliver written notice thereof via facsimile and overnight courier (a “Notice of Change of Control”) Redemption shall be upon notice to each Holder of Series C Preferred Stock. At any time during the period beginning after receipt of a Notice of Change of Control (or, in the event a Notice of Change of Control is not fewer than 10 days and not more than 60 delivered at least ten (10) days prior to the Redemption Date. The Trustee shall have no obligation to calculate any redemption price or any component thereof, and the Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate delivered by the Company that specifies any redemption price. d) Unless the Company defaults on the payment of the redemption price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption. e) A “a Change of Control” will be deemed to have occurred , at the any time on or after the Notes are originally issued if: 1date which is ten (10) any “Person” (as such term is used in Sections 13(ddays prior to a Change of Control) and 14(dending on the twentieth day following Holder’s receipt of a Notice of Change of Control, any Holder of the Series C Preferred Stock then outstanding may require the Corporation to redeem all or a portion of the Holder’s Series C Preferred Stock then outstanding by delivering written notice thereof via facsimile and overnight courier (a “Notice of Redemption Upon Change of Control”) to the Corporation, which Notice of Redemption Upon Change of Control shall indicate (i) the number of Series C Preferred Stock that such Holder is submitting for redemption, and (ii) the applicable Change of Control Redemption Price, as calculated pursuant to this Section 16(b). Upon the Corporation’s receipt of a Notice(s) of Redemption Upon Change of Control from any Holder of Series C Preferred Stock, the Exchange ActCorporation shall promptly, but in no event later than two (2) is or becomes the “Beneficial Owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange ActTrading Days following such receipt, except that for purposes notify each Holder of this clause (1) such Person shall be deemed to have “Beneficial Ownership” of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50.0% Series C Preferred Stock by facsimile of the total voting power Corporation’s receipt of such Notice(s) of Redemption Upon Change of Control. The Corporation shall deliver the applicable Change of Control Redemption Price within sixty (60) days of the Voting Stock consummation of the Company; 2Change of Control. Payments provided for in this Section 16(b) the merger or consolidation shall have priority to payments to other stockholders in connection with a Change of the Company with or into another Person or the merger of another Person with or into the Company, or the sale of all or substantially all the assets of the Company (determined on a consolidated basis) to another Person other than a transaction following which, in the case of a merger or consolidation transaction, holders of securities that represented 100.0% of the Voting Stock of the Company immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction and in substantially the same proportion as before the transaction;Control.

Optional Redemption Upon Change of Control. a) The provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this First Second Supplemental Indenture, shall apply to the Notes. b) Prior to the Notes Par Call Date, the Notes shall be redeemable in whole but not in part at the Company’s option at any time within 90 days of the occurrence of a Change of Control, at a price equal to 100.5100% of their principal amount, plus accrued and unpaid interest to, but excluding, the Redemption Date. c) Redemption shall be upon notice not fewer than 10 days and not more than 60 days prior to the Redemption Date. The Trustee shall have no obligation to calculate any redemption price or any component thereof, and the Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate delivered by the Company that specifies any redemption price. d) Unless the Company defaults on the payment of the redemption price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption. e) A “Change of Control” will be deemed to have occurred at the time after the Notes are originally issued if: (1) any “Person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “Beneficial Owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (1) such Person shall be deemed to have “Beneficial Ownership” of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50.0% of the total voting power of the Voting Stock of the Company; (2) the merger or consolidation of the Company with or into another Person or the merger of another Person with or into the Company, or the sale of all or substantially all the assets of the Company (determined on a consolidated basis) to another Person other than a transaction following which, in the case of a merger or consolidation transaction, holders of securities that represented 100.0% of the Voting Stock of the Company immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction and in substantially the same proportion as before the transaction;

Optional Redemption Upon Change of Control. (a) The provisions of Article 11 So long as any of the Base Indenturebonds of the 2012 4.45% Series are outstanding, as supplemented by the provisions Company shall furnish written notice (a “Control Change Notice”) of this First Supplemental Indenture, shall apply a Change of Control to the Notes. bregistered owners of the bonds of the 2012 4.45% Series at least sixty (60) Prior days prior to the Notes Par Call Datedate on which the Change of Control shall occur; provided, however, that if the Company shall not Ninth Supplemental Indenture Page 9 then have knowledge of such fact, the Notes Company shall be redeemable deliver the Control Change Notice promptly upon receipt of such knowledge. The Control Change Notice shall (i) describe the facts and circumstances of such Change of Control (including the Change of Control Date) in whole but not in part at reasonable detail, (ii) make reference to this Section 3 and the Company’s option at any time within 90 days rights of the occurrence registered owners of the bonds of the 2012 4.45% Series to require the Company to redeem their bonds on the terms and conditions provided for herein, (iii) state that each such owner must make a declaration of its intent to have the bonds held by it redeemed, (iv) specify the date by which such owner must respond to such Control Change Notice pursuant to this Section 3 in order to make such declaration, and (v) the estimated Premium, if any. Upon the receipt of such Control Change Notice or, if no Control Change Notice is given, upon receipt of actual knowledge of a Change of Control, at each registered owner of the bonds of the 2012 4.45% Series shall have the privilege, upon written notice (the “Declaration Notice”) to the Company, of declaring all bonds of the 2012 4.45% Series held by such owner to become due and payable and thereupon such bonds shall become due and payable on such date (the “Control Change Payment Date”) as the Company shall specify in a price equal written notice delivered to 100.5% of their principal amountsuch owner, plus accrued and unpaid interest to, but excluding, the Redemption Date. c) Redemption which notice shall be upon notice delivered by the Company to such owner not fewer later than 10 days and not more than 60 20 days prior to the Redemption Control Change Payment Date. In the event that such Declaration Notice is served on or prior to the Change of Control Date, the Control Change Payment Date shall not be later than 30 days after the Change of Control Date or, if such Declaration Notice is not served on or prior to the Change of Control Date, the Control Change Payment Date shall not be later than 20 days after such Declaration Notice is served. The Trustee Company covenants and agrees to redeem in full on the Control Change Payment Date all bonds of the 2012 4.45% Series held by such registered owner serving such Declaration Notice to the Company. In the event that a Control Change Notice has in fact been given as hereinabove required, such Declaration Notice shall be served prior to 60 days after receipt of such Control Change Notice, and in the event that a Control Change Notice has not been given as hereinabove required, such Declaration Notice shall be served prior to 30 days after the registered owner serving such Declaration Notice shall have no obligation actual knowledge of such Change of Control. In the event that a Control Change Notice is given and a registered owner fails to calculate any redemption price or any component thereofprovide a Declaration Notice within the time period set forth above, the bonds of the 2012 4.45% Series held by such registered owner shall not become due and payable as a result of such Change of Control. All redemptions of bonds of the Trustee 2012 4.45% Series pursuant to this Section 3 shall be entitled to receive and conclusively rely upon an Officer’s Certificate delivered made by the Company that specifies any redemption price. d) Unless the Company defaults on the payment of the redemption priceaggregate principal amount remaining unpaid on such bonds and the accrued interest thereon to the date of such redemption, on and after together with a Premium, if any, as set forth in the Redemption Date, interest will cease to accrue on form of bond of the Notes called for redemption2012 4.45% Series attached as Exhibit A hereto. e(b) A “Change of Control” will be deemed to As used herein, the following defined terms have occurred at the time after the Notes are originally issued ifmeanings set forth: 1) any “Person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “Beneficial Owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (1) such Person shall be deemed to have “Beneficial Ownership” of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50.0% of the total voting power of the Voting Stock of the Company; 2) the merger or consolidation of the Company with or into another Person or the merger of another Person with or into the Company, or the sale of all or substantially all the assets of the Company (determined on a consolidated basis) to another Person other than a transaction following which, in the case of a merger or consolidation transaction, holders of securities that represented 100.0% of the Voting Stock of the Company immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction and in substantially the same proportion as before the transaction;