Common use of Supplements and Amendments Clause in Contracts

Supplements and Amendments. Except as provided in the last sentence of this Section 27, at any time when the Rights are then redeemable, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of Common Stock. At any time when the Rights are not redeemable, except as provided in the last sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder or (iv) to change or supplement the provisions hereunder in any manner that the Company may deem necessary or desirable; PROVIDED that no such amendment or supplement shall materially adversely affect the interests of the holders of Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); and FURTHER PROVIDED that this Agreement may not be supplemented or amended pursuant to this sentence to lengthen (A) a time period relating to when the Rights may be redeemed or (B) any other time period unless the lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases the Redemption Price.

Supplements and Amendments. Except as provided in the last sentence of this Section 27, at any time when the Rights are then redeemable, the The Company may in its sole and absolute discretion and the Rights Warrant Agent shall, if the Company so directs, may from time to time supplement or amend any provision of this Agreement in any respect (a) without the approval of any holders of Rights or holders of Common Stock. At any time when the Rights are not redeemable, except as provided in the last sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Holders in order (i) to cure any ambiguity, (ii) manifest error or other mistake in this Agreement, or to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions provision herein, (iii) or to shorten make any other provisions in regard to matters or lengthen any time period questions arising hereunder or (iv) to change or supplement the provisions hereunder in any manner that the Company and the Warrant Agent may deem necessary or desirable; PROVIDED , in each case that no such amendment shall not adversely affect, alter or supplement shall materially adversely affect change the interests of the holders Holders in any material respect, (b) without the approval of Rights any Holders to implement any changes required by the Federal Aviation Administration or the United States Department of Transportation in order for the Company to comply with the U.S. Aviation Laws limitations on ownership of Warrant Shares by Non-U.S. Citizens (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); and FURTHER PROVIDED provided that this Agreement may not be supplemented or amended to the extent the Company makes any changes pursuant to this sentence clause (b), the Company shall make only such changes which a reasonable person in the position of the Company, acting in good faith, would make in order to lengthen (A) a time period relating to when implement such written requirements, always keeping in mind the Rights may be redeemed intent and purposes of this Agreement and the Warrants issued pursuant thereto by the Persons party hereto as of the date hereof), or (Bc) with the prior written consent of Holders exercisable or convertible for a majority of the Warrant Shares then issuable upon exercise or conversion of all of the Warrants then outstanding (provided that for purposes of calculating such a majority, Warrants owned by the Company shall be disregarded and deemed not to be outstanding); provided, that the Warrant Agent shall not be required to execute any other time period unless amendment or supplement to this Agreement that the lengthening Warrant Agent has determined would adversely affect its own rights, duties, obligations or immunities under this Agreement. As a condition precedent to the Warrant Agent’s execution of such other time period is for the purpose of protecting, enhancing any amendment or clarifying the rights of, and/or the benefits tosupplement to this Agreement, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates). Upon Company shall deliver to the delivery of Warrant Agent a certificate from an appropriate authorized officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 2716. No modification or amendment to this Agreement shall be effective unless duly executed by the Warrant Agent. Notwithstanding the foregoing, the Rights Agent consent of each Holder affected shall execute such supplement be required for any amendment pursuant to which (i) the Exercise Price would be increased, (ii) the number of Warrant Shares purchasable would be decreased (other than pursuant to adjustments provided herein), (iii) the Expiration Date would be shortened or amendment; PROVIDED(iv) any change adverse to the Holder would be made to (w) this Section 16, however(x) the antidilution provisions set forth in Section 6, that (y) the Rights Agent may, but shall not be obligated to, enter into exercise provisions set forth in Section 5 or (z) any such provisions related to the Company’s compliance with U.S. Aviation Laws. Upon execution and delivery of any supplement or amendment that affects the Rights Agent's own rightspursuant to this Section 16, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or such amendment shall be made that decreases the Redemption Priceconsidered a part of this Agreement for all purposes and every Holder of a Warrant Certificate theretofore or thereafter countersigned and delivered hereunder shall be bound thereby.

Supplements and Amendments. Except as provided in the last sentence of this Section 27BAM may from time to time, at any time when the Rights are then redeemable, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of Common Stock. At any time when the Rights are not redeemable, except as provided in the last sentence of this Section 27, the Company may and the Rights Agent shall, if the Company BAM so directs, supplement or amend this Agreement without the approval of any holders of Rights Class A Shareholder in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten make modifications necessary to reflect changes in applicable law, including, without limitation, tax law, or lengthen to make any time period hereunder other change, in each case, provided that such change, amendment, modification or (iv) to change supplementation does not adversely affect any Class A Shareholder or supplement the provisions its rights hereunder in any manner that respect. Except as set forth in the Company may deem necessary immediately preceding sentence or desirable; PROVIDED that no such as otherwise contemplated by Section 4(a)(i) or Section 14(b) with respect to updates to Exhibits B-1 and B-2, any amendment or supplement modification to this Agreement shall materially adversely affect require (a) pursuant to a consent request duly conducted by, and at the interests expense of, BAM or (b) at a duly called annual or special meeting of the Company’s shareholders, the affirmative consent or vote, as applicable, of holders of Rights (other than an Acquiring Person at least two-thirds of the outstanding Class A Shares not held by BAM, BIP or an Affiliate or Associate of an Acquiring Person); their controlled Affiliates, voting as a class, and FURTHER PROVIDED that this Agreement may not be supplemented or amended pursuant to this sentence to lengthen (A) a time period relating to when the Rights may be redeemed or (B) any other time period unless the lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates). Upon the delivery approval of a certificate from an appropriate officer majority of the Company independent directors (within the meaning of the listing standards of the securities exchange on which states that the proposed Company’s securities may then be listed) of the Company. Any supplement or amendment is in compliance with the terms of authorized by this Section 27, the Rights Agent 17 shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects evidenced by a writing signed by BAM and the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment that changes the rights and duties of the Rights Agent under this Agreement will be effective against the Rights Agent without the execution of such supplement or amendment by the Rights Agent. In executing any amendment or supplement contemplated hereby, the Rights Agent shall be made provided with, and shall be entitled to conclusively and exclusively rely upon, an opinion of counsel (which may be counsel to BAM) stating that decreases the Redemption Priceexecution of such amendment or supplement is authorized or permitted by this Agreement and all conditions precedent to the execution and delivery thereof have been duly satisfied or waived.

Supplements and Amendments. Except as provided in Prior to the last Distribution Date and subject to the penultimate sentence of this Section 27, at any time when the Rights are then redeemableSection, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders certificates representing shares of Common Stock. At any time when From and after the Rights are not redeemable, except as provided in Distribution Date and subject to the last penultimate sentence of this Section 27Section, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder period, or (iv) to change or supplement the provisions hereunder hereof in any manner that which the Company may deem necessary or desirable; PROVIDED that no such amendment or supplement desirable and which shall materially not adversely affect the interests of the holders of Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person)Right Certificates; and FURTHER PROVIDED that provided, however, this Agreement may not be supplemented or amended pursuant to this sentence to lengthen (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period period, unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates)Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27Section, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, : (1) no supplement or amendment shall be made that decreases which changes the Redemption Price, the Purchase Price or the number of shares or Units for which a Right is exercisable; and (2) the duration of the Rights may not be shortened without the written consent of the registered holders thereof (other than by a redemption of the Rights). Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

Supplements and Amendments. Except as provided in Prior to the Distribution Date and subject to the last sentence of this Section 27, at any time when the Rights are then redeemable, the Company may in its sole and absolute discretion (by resolution of the Board of Directors), and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders certificates representing shares of Common Stock. At any time when From and after the Rights are not redeemable, except as provided in the last sentence of this Section 27Distribution Date, the Company may (by resolution of the Board of Directors) and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder hereunder, or (iv) to change or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable; PROVIDED that no such amendment or supplement desirable and which shall materially not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); and FURTHER PROVIDED that provided, this Agreement may not be supplemented or amended to lengthen any time period hereunder, pursuant to clause (iii) of this sentence to lengthen sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any an Acquiring Person and its Affiliates and Associatesor an Affiliate or Associate of such Person). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED. Prior to the Distribution Date, however, that the interests of the holders of Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects deemed coincident with the Rights Agent's own rights, duties or immunities under this Agreementinterests of the holders of Common Stock. Notwithstanding anything contained in this Agreement herein to the contrary, no supplement or amendment shall this Agreement may not be made that decreases amended at a time when the Redemption PriceRights are not redeemable.

Supplements and Amendments. Except For as long as the Rights are then redeemable and except as provided in the last penultimate sentence of this Section 27, at any time when the Rights are then redeemable26, the Company may in its sole and absolute discretion discretion, and the Rights Agent shall, shall if the Company so directsdirects but subject to the other provisions of this Section, supplement or amend any provision of this Rights Agreement in any respect without the approval of any holders of the Rights or holders of the Common Stock. At any time when the Rights are not redeemable, then redeemable and except as provided in the last penultimate sentence of this Section 2726, the Company may may, and the Rights Agent shall, shall if the Company so directsdirects but subject to the other provisions of this Section, supplement or amend this Rights Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, or (iii) to shorten or lengthen any time period hereunder or (iv) to change or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; PROVIDED provided, that no such supplement or amendment or supplement shall materially adversely affect the interests of the holders of Rights Right Certificates as such (other than an any Acquiring Person who became such other than pursuant to a Permitted Tender Offer or has participated in a Section 11(a)(ii) Event or an Affiliate or Associate of such an Acquiring Person); and FURTHER PROVIDED provided, further, that this Rights Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence to lengthen sentence, (A) a time period relating to when the Rights may be redeemed or this Rights Agreement amended at the sole and absolute discretion of the Company at such time as the Rights are not then redeemable or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights as such (other than any Acquiring Person and its Affiliates and Associateswho became such other than pursuant to a Permitted Tender Offer or has participated in a Section 11(a)(ii) or an Affiliate or Associate of such an Acquiring Person). Upon the delivery of a certificate from an appropriate officer of the Company and, if requested by the Rights Agent, an opinion of counsel, which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; PROVIDED. Notwithstanding anything contained in this Rights Agreement to the contrary, however(a) no supplement or amendment shall be made which changes the Redemption Price, that the Final Expiration Date or the number of shares of Common Stock for which a Right is exercisable and (b) the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's ’s own rights, duties duties, obligations or immunities under this Rights Agreement. Notwithstanding anything contained in this Agreement Prior to the contraryDistribution Date, no supplement or amendment the interests of the holders of Rights shall be made that decreases deemed coincident with the Redemption Priceinterests of the holders of Common Stock.

Supplements and Amendments. Except as provided in Prior to the Distribution Date and subject to Section 11 and the last sentence of this Section 27, at any time when the Rights are then redeemable, the Company may in its sole and absolute discretion and the Rights Agent shall26, if the Company so directs, the Company and the Rights Agent shall supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of certificates representing Common StockShares. At any time when From and after the Rights are not redeemable, except as provided in Distribution Date and subject to the last sentence of this Section 27, the Company may and the Rights Agent shall26, if the Company so directs, the Company and the Rights Agent shall supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder hereunder, or (iv) to change supplement or supplement amend the provisions hereunder in any manner that which the Company may deem necessary desirable, including, without limitation, the addition of other events requiring adjustment to the Rights under Sections 11(a)(ii) or desirable; PROVIDED that no such 11(d) hereof or procedures relating to the redemption of the Rights, which supplement or amendment or supplement shall materially not, in the good faith determination of the Directors of the Company, adversely affect the interests of the holders of Rights Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); and FURTHER PROVIDED that this Agreement may not be supplemented or amended pursuant to this sentence to lengthen (A) a time period relating to when the Rights may be redeemed or (B) any other time period unless the lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; PROVIDED, howeverHOWEVER, that the failure or refusal of the Rights Agent may, but shall not be obligated to, enter into any to execute such supplement or amendment that affects shall not affect the Rights Agent's own rightsvalidity of any supplement or amendment adopted by the Company, duties or immunities under this Agreementany of which shall be effective in accordance with the terms thereof. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases which (x) changes the stated Redemption Price, (y) reduces the number of Common Shares for which a Right is then exercisable, or (z) modifies a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable.

Supplements and Amendments. Except as provided in the last sentence of this Section 27BAM may from time to time, at any time when the Rights are then redeemable, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of Common Stock. At any time when the Rights are not redeemable, except as provided in the last sentence of this Section 27, the Company may and the Rights Agent shall, if the Company BAM so directs, supplement or amend this Agreement without the approval of any holders of Rights Class A Shareholder in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten make modifications necessary to reflect changes in applicable law, including, without limitation, tax law, or lengthen to make any time period hereunder other change, in each case, provided that such change, amendment, modification or (iv) to change supplementation does not adversely affect any Class A Shareholder or supplement the provisions its rights hereunder in any manner that respect. Except as set forth in the Company may deem necessary immediately preceding sentence or desirable; PROVIDED that no such as otherwise contemplated by Section 4(a)(i) or Section 14(b) with respect to updates to Exhibits B-1 and B-2, any amendment or supplement modification to this Agreement shall materially adversely affect require (a) pursuant to a consent request duly conducted by, and at the interests expense of, BAM or (b) at a duly called annual or special meeting of the Company’s shareholders, the affirmative consent or vote, as applicable, of holders of Rights (other than an Acquiring Person at least two-thirds of the outstanding Class A Shares not held by BAM, BBU or an Affiliate or Associate of an Acquiring Person); their controlled Affiliates, voting as a class, and FURTHER PROVIDED that this Agreement may not be supplemented or amended pursuant to this sentence to lengthen (A) a time period relating to when the Rights may be redeemed or (B) any other time period unless the lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates). Upon the delivery approval of a certificate from an appropriate officer majority of the Company independent directors (within the meaning of the listing standards of the securities exchange on which states that the proposed Company’s securities may then be listed) of the Company. Any supplement or amendment is in compliance with the terms of authorized by this Section 27, the Rights Agent 17 shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects evidenced by a writing signed by BAM and the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment that changes the rights and duties of the Rights Agent under this Agreement will be effective against the Rights Agent without the execution of such supplement or amendment by the Rights Agent. In executing any amendment or supplement contemplated hereby, the Rights Agent shall be made provided with, and shall be entitled to conclusively and exclusively rely upon, an opinion of counsel (which may be counsel to BAM) stating that decreases the Redemption Priceexecution of such amendment or supplement is authorized or permitted by this Agreement and all conditions precedent to the execution and delivery thereof have been duly satisfied or waived.

Supplements and Amendments. Except as provided in the last sentence of The Company may from time to time supplement or amend this Section 27, at any time when the Rights are then redeemable, Agreement (which supplement or amendment shall be evidenced by a writing signed by the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect Agent) without the approval of any holders of Rights any certificates representing Common Shares or holders of Common Stock. At any time when the Rights are not redeemable, except as provided in the last sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten make any other provisions in regard to matters or lengthen questions arising hereunder, or to add, delete, modify or otherwise amend any time period hereunder or (iv) to change or supplement the provisions hereunder in any manner that provision, which the Company may deem necessary or desirable, including without limitation extending the Final Expiration Date; PROVIDED that no THAT the period during which the Rights may be redeemed may not be extended at a time when the Rights are not then redeemable; PROVIDED FURTHER, HOWEVER, that, from and after the Shares Acquisition Date, any such amendment or supplement shall not materially and adversely affect the interests of the holders of Rights (Right Certificates other than an Acquiring Person or an Affiliate or Associate transferees of such Acquiring Person. Without limiting the foregoing, the Board of Directors may by resolution adopted at any time prior to such time as any Person becomes an Acquiring Person); and FURTHER PROVIDED that Person amend this Agreement may to lower the threshold set forth in the definition of Acquiring Person herein from 15% to a percentage not less than the greater of any percentage greater than the largest percentage of the outstanding Voting Shares then known to the Company to be supplemented or amended pursuant to this sentence to lengthen (A) a time period relating to when the Rights may be redeemed or (B) beneficially owned by any other time period unless the lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights Person (other than the WCAS Group (unless and until such time as the WCAS Group is the Beneficial Owner of less than 15% of the Voting Shares then outstanding) the Company, any Acquiring Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any trustee of or fiduciary with respect to any such plan when acting in such capacity) and 10%, if the Board of Directors shall determine that a Person whose interests are adverse to the Company and its Affiliates and Associates)stockholders may seek to acquire control of the Company. Upon the delivery of a certificate from an appropriate officer of the Company Company, which states that the proposed supplement or amendment is in compliance with the terms of this Section 2729 and, provided such supplement or amendment does not change or increase the Rights Agent's rights, duties, liabilities or obligations hereunder, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases the Redemption Price.

Supplements and Amendments. Except For so long as provided in the last sentence of this Section 27, at any time when the Rights are then redeemable, and, subject to the penultimate sentence of this Section 26, the Company may may, in its sole and absolute discretion discretion, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of certificates representing Rights or holders shares of Company Common Stock; provided, however, that so long as Furukawa and its Affiliates are collectively the Beneficial Owner of at least five percent (5%) of the shares of Company Common Stock then outstanding, the definition of "Acquiring Person" in this Agreement shall not be amended without the prior written consent of Furukawa, acting reasonably. At any From and after the time when that the Rights are not redeemable, except as provided in no longer redeemable and subject to the last penultimate sentence of this Section 2726, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder hereunder, or (iv) to change or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable; PROVIDED that no such amendment or supplement desirable and which shall materially not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); and FURTHER PROVIDED provided, however, that (x) this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence to lengthen sentence, (A) subject to Section 30 hereof, a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights Rights, and (other than any Acquiring Person y) so long as Furukawa and its Affiliates and Associates)are collectively the Beneficial Owner of at least five percent (5%) of the shares of Company Common Stock then outstanding, the definition of "Acquiring Person" in this Agreement shall not be amended without the prior written consent of Furukawa, acting reasonably. Upon the delivery of a certificate from an appropriate officer of the Company or, so long as any Person is an Acquiring Person hereunder, from the majority of the Board of Directors which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, (i) no supplement or amendment shall be made that decreases which changes the Redemption Price, the Purchase Price, the Expiration Date or the number of Units of Preferred Stock or other securities or assets for which a Right is exercisable without the approval of a majority of the Board of Directors, and (ii) following the occurrence of a Section 11(a)(ii) Event, no supplement or amendment whatsoever shall be made without the approval of the Board of Directors. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Company Common Stock.

Supplements and Amendments. Except as provided in Prior to the last sentence of this Section 27, at any time when the Rights are then redeemableDistribution Date, the Company may supplement or amend this Agreement in any respect, without the approval of any holders of Rights, by action of its sole and absolute discretion Board of Directors, upon approval by a majority of the Continuing Directors, and the Rights Agent shall, if the Company so directs, execute such supplement or amend any provision of this Agreement in any respect without amendment. From and after the approval of any holders of Rights or holders of Common Stock. At any time when the Rights are not redeemable, except as provided in the last sentence of this Section 27Distribution Date, the Company may and the Rights Agent shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Rights Rights, by action of its Board of Directors, upon approval by a majority of the Continuing Directors, in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder or (iv) to change or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable; PROVIDED that no such amendment or supplement desirable and which shall materially not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), including, without limitation, to change the Purchase Price, the Redemption Price, any time periods herein specified, and any other term hereof, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; PROVIDED, HOWEVER, that from and FURTHER PROVIDED that after such time as any Person becomes an Acquiring Person, this Agreement may shall not be supplemented or amended pursuant to this sentence to lengthen (A) a time period relating to when in any manner which would adversely affect the Rights may be redeemed or (B) any other time period unless the lengthening interests of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates)Rights. Upon the delivery receipt of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance consistent with the terms of this Section 2727 and, after such time as any Person has become an Acquiring Person, that the proposed supplement or amendment does not adversely affect the interests of the holders of Rights, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases the Redemption Price.

Supplements and Amendments. Except as provided in the last sentence of this Subject to Section 27, at any time when the Rights are then redeemable2(e), the Company may in its sole shall use commercially reasonable efforts to keep any Registration Statement continuously effective by supplementing and absolute discretion and amending such Registration Statement (including to register additional Registrable Securities resulting from any anti-dilution adjustments) if so required by the Rights Agent shallrules, regulations or instructions applicable to the registration form used for such Registration Statement, if required by the Company so directs, supplement Securities Act or amend any provision of this Agreement in any respect without if reasonably requested by the approval of any holders of Rights a majority in interest of the securities being registered or holders by any underwriter until the earlier of Common Stock. At any such time when as (i) all of such securities covered by such Registration Statement have been disposed of in accordance with the Rights are not redeemable, except intended methods of distribution as provided set forth in the last sentence Registration Statement, and (ii) (x) in the case of a Registration Statement pursuant to Section 2(a), the earlier of (A) 8 years after such Registration Statement becomes effective, and (B) the time that all of the Registrable Securities of the Holders become saleable in a single transaction under Rule 144 without restriction or limitation; provided, that in the event such Registration Statement ceases to be effective pursuant to this Section 272(c)(ii)(x)(B) and such previously Registrable Securities cease to be saleable in a single transaction under Rule 144 without restriction or limitation, the Company may and the Rights Agent shallshall be required to file, if the Company so directsas promptly as reasonably practicable, supplement or amend this Agreement without the approval of any holders of Rights in order (i) a new Registration Statement with respect to cure any ambiguity, (ii) to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder or (iv) to change or supplement the provisions hereunder in any manner that the Company may deem necessary or desirable; PROVIDED that no such amendment or supplement shall materially adversely affect the interests all of the holders of Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); Holders' previously Registrable Securities and FURTHER PROVIDED that this Agreement may not be supplemented or amended pursuant to this sentence to lengthen (A) a time period relating to when the Rights may be redeemed or (B) any other time period unless the lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance comply with the terms of this Agreement with respect to such Registration Statement, and (y) in the case of a Registration Statement pursuant to Section 272(g), 6 months after the earlier of (A) the expiration of the Warrants and (B) the date that the Warrants have been exercised in full (the "Effectiveness Period"). If the Registration Statement under Section 2(a) or Section 2(g) ceases to be available for use by the Holders because the Company no longer qualifies to use such form of registration statement, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment Company shall be made that decreases the Redemption Pricerequired to file, as promptly as reasonably practicable, a new Registration Statement on an appropriate form and its obligations hereunder shall continue to apply in all respects.

Supplements and Amendments. Except as provided in Prior to the last sentence of this Section 27, at any time when the Rights are then redeemableDistribution Date, the Company may supplement or amend this Agreement in its sole and absolute discretion any respect (including an increase or decrease in the stock ownership percentage at which a Beneficial Owner of Common Shares outstanding becomes an Acquiring Person) without the approval of any holders of Rights and the Rights Agent shall, if the Company so directs, execute such supplement or amend any provision of this Agreement in any respect without amendment. From and after the approval of any holders of Rights or holders of Common Stock. At any time when the Rights are not redeemable, except as provided in the last sentence of this Section 27Distribution Date, the Company may and the Rights Agent shall, if the Company so directs, may from time to time supplement or amend this Agreement without the approval of any holders of Rights in order to (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder (which lengthening or shortening, following the first occurrence of an event set forth in the proviso to Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors) or (iv) to change or supplement the provisions hereunder in any manner that the Company may deem necessary or desirable; PROVIDED desirable and that no such amendment or supplement shall materially not adversely affect the interests of the holders of Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); and FURTHER PROVIDED that provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence to lengthen sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any an Acquiring Person and its Affiliates and Associatesor an Affiliate or Associate of an Acquiring Person). Upon the delivery of a certificate from an appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement Prior to the contraryDistribution Date, no supplement or amendment the interests of the holders of Rights shall be made that decreases deemed coincident with the Redemption Priceinterests of the holders of Common Shares.

Supplements and Amendments. Except as provided in At any time prior to the time any Person becomes an Acquiring Person and subject to the last sentence two sentences of this Section 27, at any time when the Rights are then redeemable26, the Company may in its sole may, subject to the other terms and absolute discretion conditions of this Rights Agreement, and the Rights Agent shall, shall if the Company so directs, supplement or amend any provision of this Rights Agreement in (including, without limitation, the date on which the Distribution Date or the Expiration Date shall occur, the amount of the Purchase Price, the definition of "Acquiring Person," the time during which the Rights may be redeemed pursuant to Section 24 hereof or any respect provision of the Certificate of Designation) without the approval of any holders holder of Rights or holders of Common Stockthe Rights. At From and after the time any time when the Rights are not redeemable, except as provided in Person becomes an Acquiring Person and subject to applicable law and the last sentence two sentences of this Section 2726, the Company may may, and the Rights Agent shall, shall if the Company so directs, supplement or amend this Rights Agreement without the approval of any holders holder of Rights in order Certificates to (ia) to cure any ambiguity, (ii) to ambiguity or correct or supplement any provision contained herein in this Rights Agreement that may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder provision of this Rights Agreement or (ivb) make any other provision in regard to change matters or supplement the provisions hereunder in any manner questions arising under this Rights Agreement that the Company may deem necessary or desirable; PROVIDED desirable and that no such amendment or supplement shall materially not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); and FURTHER PROVIDED that this Agreement may not be supplemented . Any supplement or amended pursuant to this sentence to lengthen (A) a time amendment adopted during any period relating to when the Rights may be redeemed or (B) after any other time period unless the lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Person has become an Acquiring Person but prior to the Distribution Date shall be null and its Affiliates void unless such supplement or amendment could have been adopted under the prior sentence from and Associates)after the Distribution Date. Upon the delivery receipt of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726 and, provided such supplement or amendment does not change or affect the Rights Agent's rights, duties, liabilities, obligations or immunities hereunder, the Rights Agent shall execute such supplement or amendment; PROVIDED. In addition, howevernotwithstanding anything to the contrary contained in this Rights Agreement, that no supplement or amendment to this Rights Agreement shall be made which reduces the Redemption Price (except as required by Section 12(a) hereof) and the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties duties, obligations or immunities under this Rights Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases the Redemption Price.

Supplements and Amendments. Except as provided in Prior to the time at which the Rights cease to be redeemable pursuant to Section 23, and subject to the last sentence of this Section 27, at any time when the Rights are then redeemable, the Company may in its sole and absolute discretion discretion, and the Rights Agent shall, will if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of Common StockShares. At any From and after the time when at which the Rights are not redeemablecease to be redeemable pursuant to Section 23, except as provided in and subject to the last sentence of this Section 27, the Company may may, and the Rights Agent shall, will if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights or Common Shares in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder hereunder, or (iv) to change supplement or supplement amend the provisions hereunder in any manner that which the Company may deem necessary or desirable; PROVIDED provided that no such supplement or amendment or supplement shall materially adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); , and FURTHER PROVIDED that no such supplement or amendment shall cause the Rights again to become redeemable or cause this Agreement again to become supplementable or amendable otherwise than in accordance with the provisions of this sentence. Without limiting the generality or effect of the foregoing, this Agreement may not be supplemented or amended pursuant to this sentence to lengthen (A) a time period relating to when provide for such voting powers for the Rights may be redeemed or (B) any other time period unless the lengthening of and such other time period is procedures for the purpose exercise thereof, if any, as the Board of protecting, enhancing or clarifying Directors of the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates)Company may determine to be appropriate. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall will execute such supplement or amendment; PROVIDED, howeverHOWEVER, that the failure or refusal of the Rights Agent may, but shall not be obligated to, enter into any to execute such supplement or amendment that affects will not affect the Rights Agent's own rightsvalidity of any supplement or amendment adopted by the Board of Directors of the Company, duties or immunities under this Agreementany of which will be effective in accordance with the terms thereof. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall may be made that which decreases the stated Redemption PricePrice to an amount less than $0.01 per Right.

Supplements and Amendments. Except as provided in the last sentence of this Section 27BAM may from time to time, at any time when the Rights are then redeemable, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of Common Stock. At any time when the Rights are not redeemable, except as provided in the last sentence of this Section 27, the Company may and the Rights Agent shall, if the Company BAM so directs, supplement or amend this Agreement without the approval of any holders of Rights Class A Shareholder in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, to make modifications necessary to reflect changes in applicable law, including, without limitation, tax law, or to make any other change, in each case, provided that such change, amendment, modification or supplementation does not adversely affect any Class A Shareholder or its rights hereunder in any respect. Except (i) as set forth in the immediately preceding sentence, (ii) with respect to amendments or modifications to this Agreement that would reasonably be expected to impact the economic equivalence of a Class A Share with a BEP Unit or (iii) as otherwise contemplated by Section 4(a)(i) or Section 14(b) with respect to shorten updates to Exhibits B-1 and B-2, any amendment or lengthen any time period hereunder modification to this Agreement shall require (a) pursuant to a consent request duly conducted by, and at the expense of, BAM or (ivb) at a duly called annual or special meeting of the Company’s shareholders, the affirmative consent or vote, as applicable, of holders of at least two-thirds of the outstanding Class A Shares not held by BAM, BEP or their controlled Affiliates, voting as a class, and the approval of a majority of the independent directors (within the meaning of sections 1.4 and 1.5 of National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators, as such provisions may be amended from time to change or supplement time and, if applicable, the provisions hereunder in any manner that listing standards of the Company securities exchange(s) on which the Class A Shares may deem necessary or desirable; PROVIDED that no such then be listed) of the Company. Any amendment or supplement modification to this Agreement that would reasonably be expected to impact the economic equivalence of a Class A Share with a BEP Unit shall materially adversely affect the interests require (i) at a duly called annual or special meeting of the Company’s shareholders, the affirmative consent or vote, as applicable, of holders of Rights (other than an Acquiring Person a majority of the outstanding Class A Shares not held by BAM, BEP or an Affiliate or Associate of an Acquiring Person); and FURTHER PROVIDED that this Agreement may not be supplemented or amended pursuant to this sentence to lengthen (A) their controlled Affiliates, voting as a time period relating to when the Rights may be redeemed class, or (Bii) any other time period unless in the lengthening of such other time period event that there is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other more than any Acquiring Person and its Affiliates and Associates). Upon the delivery of a certificate from an appropriate officer one independent director of the Company (within the meaning of sections 1.4 and 1.5 of National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators, as such provisions may be amended from time to time and, if applicable, the listing standards of the securities exchange(s) on which states that the proposed Class A Shares may then be listed) who does not also serve on the board of the general partner of BEP (each a “non-overlapping director”), the approval of a majority of such non-overlapping directors. Any supplement or amendment is in compliance with the terms of authorized by this Section 27, the Rights Agent 17 shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects evidenced by a writing signed by BAM and the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment that changes the rights and duties of the Rights Agent under this Agreement will be effective against the Rights Agent without the execution of such supplement or amendment by the Rights Agent. In executing any amendment or supplement contemplated hereby, the Rights Agent shall be made provided with, and shall be entitled to conclusively and exclusively rely upon, an opinion of counsel (which may be counsel to BAM) stating that decreases the Redemption Priceexecution of such amendment or supplement is authorized or permitted by this Agreement and all conditions precedent to the execution and delivery thereof have been duly satisfied or waived.

Supplements and Amendments. Except as provided in the last sentence of this Section 27, at any time when the Rights are then redeemable, the The Company may in its sole and absolute discretion and the Rights Warrant Agent shall, if the Company so directs, may from time to time supplement or amend any provision of this Agreement in any respect (a) without the approval of any holders of Rights or holders of Common Stock. At any time when the Rights are not redeemable, except as provided in the last sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Holders in order (i) to cure any ambiguity, (ii) manifest error or other mistake in this Agreement, or to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions provision herein, (iii) or to shorten make any other provisions in regard to matters or lengthen any time period questions arising hereunder or (iv) to change or supplement the provisions hereunder in any manner that the Company and the Warrant Agent may deem necessary or desirable; PROVIDED desirable and that no such amendment shall not adversely affect, alter or supplement shall materially adversely affect change the interests of the holders Holders in any material respect, (b) without the approval of Rights any Holders to implement any changes required by the U.S. Coast Guard or the U.S. Maritime Administration in order for the Company to comply with the limitations under the Charter or U.S. Maritime Laws on ownership of Shares by Non-U.S. Citizens, or (c) with the prior written consent of Holders exercisable for a majority of the Warrant Shares then issuable upon exercise of all of the Warrants then outstanding; provided that each amendment or supplement that decreases the Warrant Agent’s rights or increases its duties and responsibilities hereunder shall also require the prior written consent of the Warrant Agent. Notwithstanding the foregoing, the consent of each Holder affected shall be required for any amendment pursuant to which the Exercise Price would be increased or the number of Warrant Shares purchasable would be decreased (other than an Acquiring Person pursuant to adjustments provided herein) or an Affiliate the Expiration Date would be shortened. Upon execution and delivery of any supplement or Associate of an Acquiring Person); and FURTHER PROVIDED that this Agreement may not be supplemented or amended amendment pursuant to this sentence to lengthen (A) a time period relating to when the Rights may be redeemed or (B) any other time period unless the lengthening of Section 16, such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases the Redemption Priceconsidered a part of this Agreement for all purposes and every Holder of a Global Warrant Certificate theretofore or thereafter countersigned and delivered hereunder shall be bound thereby.

Supplements and Amendments. Except as provided in Prior to the last sentence of this Section 27, at any time when the Rights are then redeemableDistribution Date, the Company may in its sole and absolute discretion may, and the Rights Agent shall, if the Company so directs, from time to time supplement or amend any provision of this Agreement in any respect as the Company may deem necessary or desirable without the approval of any holders of Rights or holders of the Common Stock. At any time when Without limiting the Rights are not redeemable, except as provided in the last sentence of this Section 27foregoing, the Company may may, at any time prior to such time as any Person becomes an Acquiring Person, amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof to not less than the greater of (a) the sum of .001% and the largest percentage of the outstanding shares of Common Stock then known by the Company to be beneficially owned by any Person (other than any Person that, on the date hereof, beneficially owns 15% or more of the shares of Common Stock of the Company outstanding as of the date hereof and other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding shares of Common Stock for or pursuant to the terms of any such plan) and (b) 10%. From and after the Distribution Date, the Company may, and the Rights Agent shall, if the Company so directs, from time to time supplement or amend any provision of this Agreement without the approval any holder of any holders of Rights Right Certificates in order (ia) to cure any ambiguity, (iib) to correct or supplement any provision contained herein that which may be defective or inconsistent with any of other provisions herein, (iiic) to shorten or lengthen any time period hereunder (provided that any shortening of the time periods set forth in Section 23 hereof shall be effective only if there are Continuing Directors and shall require a majority of such Continuing Directors), or (ivd) to change or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable; PROVIDED that no such amendment or supplement desirable and which shall materially not adversely affect the interests of the holders of Rights Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); PROVIDED, HOWEVER, that from and FURTHER PROVIDED that after the Distribution Date, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (c) of this sentence to lengthen sentence, (Ai) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable or (Bii) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or and the benefits to, the holders of Rights (other than any an Acquiring Person and its Affiliates and Associatesor any Affiliate or Associate of an Acquiring Person). Prior to the Distribution Date, the interests of the holders of Rights shall be coincident with the interests of the holders of shares of Common Stock of the Company. Upon the delivery of a certificate from an appropriate officer of the Company or, so long as any Person is an Acquiring Person, from the majority of the Company's Board of Directors, which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall to this Agreement that changes the rights and duties of the Rights Agent under this Agreement will be made that decreases effective without the Redemption Priceconsent of the Rights Agent.

Supplements and Amendments. Except as provided in The Board of Trust Managers of -------------------------- the last sentence of this Section 27Trust may, at any pursuant to Continuing Board Action, from time when the Rights are then redeemable, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of Common Stock. At any to time when the Rights are not redeemable, except as provided in the last sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) or to shorten or lengthen make any time period hereunder or (iv) other provisions with respect to change or supplement the provisions hereunder in any manner that Rights which the Company Board of Trust Managers of the Trust may deem necessary or desirable, any such supplement or amendment to be evidenced by a writing signed by the Trust and the Rights Agent; PROVIDED provided, however, that no from and after such amendment or supplement time as any Person becomes an Acquiring Person, this Agreement shall materially not be amended in any manner which would adversely affect the interests of the holders of Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); and FURTHER PROVIDED that provided, further, this Agreement may not be supplemented or amended pursuant to this sentence to lengthen (Ai) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable or (Bii) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this AgreementRights. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of one-hundredths of Preferred Shares for which a Right is exercisable.

Supplements and Amendments. Except as provided in the last sentence of this Section 27, at any time when the Rights are then redeemable, the The Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of Common Stock. At any from time when the Rights are not redeemable, except as provided in the last sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, to time supplement or amend this Rights Agreement without the approval of any holders of Rights Right Certificates in order (ia) to cure any ambiguity, (iib) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iiic) to shorten or lengthen any time period hereunder (including without limitation to extend the Final Expiration Date), (d) increase or decrease the Purchase Price, or (ive) to change or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable; PROVIDED provided, however, that no from and after such amendment or supplement time as any Person becomes an Acquiring Person, this Rights Agreement shall materially not be amended in any manner which would adversely affect the interests of the holders of Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person)Rights; and FURTHER PROVIDED provided further that this Rights Agreement may not be supplemented or amended to lengthen pursuant to clause (c) of this sentence to lengthen sentence, (A) a the time period relating to the when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of the Rights; provided further that the Company shall have the right to make unilaterally any changes necessary to facilitate the appointment of a successor Rights Agent, which such changes shall be set forth in a writing by the Company or by the Company and such successor Rights Agent. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Rights Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than the greater of (i) any percentage greater than the largest percentage of the Voting Power of the Company then known by the Company to be beneficially owned by any Person (other than the Company, any Acquiring Subsidiary of the Company, or any employee benefit plan or compensation arrangement of the Company or any Subsidiary of the Company, and any entity holding securities of the Company to the extent organized, appointed or established by the Company or any such Subsidiary for or pursuant to the terms of any such employee benefit plan or compensation arrangement) together with all Affiliates and Associates of such Person and its Affiliates and Associates)(ii) 10%. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, and provided that such supplement or amendment does not increase the Rights Agent's rights, duties, liabilities or obligations, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases the Redemption Price.

Supplements and Amendments. Except For so long as provided in the last sentence of this Section 27, at any time when the Rights are then redeemable, the Company may from time to time, in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of Common Stock. At any time when the Rights are not redeemable, except as provided in the last sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directsdiscretion, supplement or amend this Agreement without the approval of any holders of Rights in order or Common Stock. From and after the date that the Rights are no longer redeemable, the Company may, and the Rights Agent shall, if the Company so directs, from time to time, supplement or amend this Agreement without the approval of any holders of Rights (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, or (iiiii) to shorten make any other changes or lengthen any time period hereunder or (iv) provisions with respect to change or supplement the provisions hereunder in any manner that Rights which the Company may deem necessary or desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; PROVIDED provided, however, that no such amendment or supplement from and after the occurrence of a Trigger Event, this Agreement shall materially not be amended in any manner which would adversely affect the interests of the holders of Rights Rights. Without limiting the foregoing, the Company may at any time prior to the occurrence of a Trigger Event amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) to not less than the greater of (i) any percentage greater than the largest percentage of the outstanding Common Stock then known by the Company to be beneficially owned by any Person (other than an Acquiring Person (a) the Company, (b) any Subsidiary of the Company, (c) any employee benefit plan of the Company or an Affiliate any Subsidiary of the Company, (d) any entity holding Common Stock for or Associate of an Acquiring Person); and FURTHER PROVIDED that this Agreement may not be supplemented or amended pursuant to this sentence to lengthen (A) a time period relating to when the Rights may be redeemed terms of any such plan, or (Be) any other time period unless the lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights Exempt Person) and (other than any Acquiring Person and its Affiliates and Associates)ii) 10%. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27Section, the Rights Agent shall execute such supplement or amendment; PROVIDED. Notwithstanding any other provision hereof, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties consent must be obtained regarding any amendment or immunities under supplement pursuant to this Agreement. Notwithstanding anything contained in this Agreement to Section 27 which alters the contrary, no supplement Rights Agent's rights or amendment shall be made that decreases the Redemption Priceduties.

Supplements and Amendments. Except as provided in the last sentence of this Section 27BAM may from time to time, at any time when the Rights are then redeemable, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of Common Stock. At any time when the Rights are not redeemable, except as provided in the last sentence of this Section 27, the Company may and the Rights Agent shall, if the Company BAM so directs, supplement or amend this Agreement without the approval of any holders of Rights Class A Shareholder in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten make modifications necessary to reflect changes in applicable law, including, without limitation, tax law, or lengthen to make any time period hereunder other change, in each case, provided that such change, amendment, modification or (iv) to change supplementation does not adversely affect any Class A Shareholder or supplement the provisions its rights hereunder in any manner that respect. Except as set forth in the Company may deem necessary immediately preceding sentence or desirable; PROVIDED that no such as otherwise contemplated by Section 4(a)(i) or Section 14(b) with respect to updates to Exhibits B-1 and B-2, any amendment or supplement modification to this Agreement shall materially adversely affect require (a) pursuant to a consent request duly conducted by, and at the interests expense of, BAM or (b) at a duly called annual or special meeting of the Company's shareholders, the affirmative consent or vote, as applicable, of holders of Rights (other than an Acquiring Person at least two-thirds of the outstanding Class A Shares not held by BAM, BIP or an Affiliate or Associate of an Acquiring Person); their controlled Affiliates, voting as a class, and FURTHER PROVIDED that this Agreement may not be supplemented or amended pursuant to this sentence to lengthen (A) a time period relating to when the Rights may be redeemed or (B) any other time period unless the lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates). Upon the delivery approval of a certificate from an appropriate officer majority of the Company independent directors (within the meaning of the listing standards of the securities exchange on which states that the proposed Company's securities may then be listed) of the Company. Any supplement or amendment is in compliance with the terms of authorized by this Section 27, the Rights Agent 17 shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects evidenced by a writing signed by BAM and the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment that changes the rights and duties of the Rights Agent under this Agreement will be effective against the Rights Agent without the execution of such supplement or amendment by the Rights Agent. In executing any amendment or supplement contemplated hereby, the Rights Agent shall be made provided with, and shall be entitled to conclusively and exclusively rely upon, an opinion of counsel (which may be counsel to BAM) stating that decreases the Redemption Priceexecution of such amendment or supplement is authorized or permitted by this Agreement and all conditions precedent to the execution and delivery thereof have been duly satisfied or waived.

Supplements and Amendments. Except as provided in Prior to the last sentence of this Section 27Distribution Date, at any time when the Rights are then redeemable, -------------------------- the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of certificates representing Common StockShares. At any time when From and after the Rights are not redeemable, except as provided in the last sentence of this Section 27Distribution Date, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder or (iv) to change or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable; PROVIDED that no such amendment or supplement desirable and which shall materially not adversely affect the interests of the holders of Rights Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); and FURTHER PROVIDED provided, however, that -------- ------- this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence to lengthen sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates)Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, provided that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects does not adversely affect the rights -------- or obligations of the Rights Agent's own rights, duties Agent under Section 18 or immunities under Section 20 of this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares. Notwithstanding anything contained in this Agreement to the contrary, no supplement in the event that a majority of the Board of Directors of the Company is comprised of (i) persons elected at a meeting of or amendment by written consent of shareholders and who were not nominated by the Board of Directors in office immediately prior to such meeting or action by written consent and/or (ii) successors of such persons elected to the Board of Directors for the purpose of either facilitating a Transaction with a Transaction Person or circumventing directly or indirectly the provisions of this Section 27, then for a period of 180 days following the effectiveness of such action, this Agreement shall not be made that decreases amended or supplemented in any manner reasonably likely to have the Redemption Pricepurpose or effect of facilitating a Transaction with a Transaction Person.

Supplements and Amendments. Except For as long as the Rights are -------------------------- then redeemable and except as provided in the last penultimate sentence of this Section 27, at any time when the Rights are then redeemable26, the Company may in its sole and absolute discretion discretion, and the Rights Agent shall, shall if the Company so directsdirects but subject to the other provisions of this Section, supplement or amend any provision of this Rights Agreement in any respect without the approval of any holders of the Rights or holders of the Common Stock. At any time when the Rights are not redeemable, then redeemable and except as provided in the last penultimate sentence of this Section 2726, the Company may may, and the Rights Agent shall, shall if the Company so directsdirects but subject to the other provisions of this Section, supplement or amend this Rights Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, or (iii) to shorten or lengthen any time period hereunder or (iv) to change or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; PROVIDED provided, that no such supplement or amendment or supplement shall materially adversely affect the interests of the holders of Rights Right Certificates as such (other than an any Acquiring Person who became such other than pursuant to a Permitted Tender Offer or has participated in a Section 11(a)(ii) Event or an Affiliate or Associate of such an Acquiring Person); and FURTHER PROVIDED provided, further, that this Rights Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence to lengthen sentence, (A) a time period relating to when the Rights may be redeemed or this Rights Agreement amended at the sole and absolute discretion of the Company at such time as the Rights are not then redeemable or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights as such (other than any Acquiring Person and its Affiliates and Associateswho became such other than pursuant to a Permitted Tender Offer or has participated in a Section 11(a)(ii) or an Affiliate or Associate of such an Acquiring Person). Upon the delivery of a certificate from an appropriate officer of the Company and, if requested by the Rights Agent, an opinion of counsel, which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; PROVIDED. Notwithstanding anything contained in this Rights Agreement to the contrary, however(a) no supplement or amendment shall be made which changes the Redemption Price, that the Final Expiration Date or the number of shares of Common Stock for which a Right is exercisable and (b) the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties duties, obligations or immunities under this Rights Agreement. Notwithstanding anything contained in this Agreement Prior to the contraryDistribution Date, no supplement or amendment the interests of the holders of Rights shall be made that decreases deemed coincident with the Redemption Priceinterests of the holders of Common Stock.

Supplements and Amendments. Except as provided in Prior to the last Distribution Date and subject to the penultimate sentence of this Section 27, at any time when the Rights are then redeemable28, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of certificates representing Rights or holders of Certificates and/or Common StockShares. At any time when From and after the Rights are not redeemable, except as provided in Distribution Date and subject to the last penultimate sentence of this Section 2728, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder hereunder, or (iv) to change or supplement the provisions hereunder in any manner that the Company may deem necessary or desirable; PROVIDED desirable and that no such amendment or supplement shall materially not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an any Affiliate or Associate of an Acquiring Person); and FURTHER PROVIDED that PROVIDED, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence to lengthen sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any an Acquiring Person and its Affiliates and Associatesor any Affiliate or Associate of an Acquiring Person). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2728, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, amendment unless the Right Agent shall have determined in good faith that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities would adversely affect its interests under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of one-thousandths of a Preferred Share for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares.

Supplements and Amendments. Except as provided in the last sentence of this Section 27, at any time when the Rights are then redeemable, the The Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of Common Stock. At any may from time when the Rights are not redeemable, except as provided in the last sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, to time supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions provision herein, (iii) prior to shorten the Close of Business on the tenth day following the Stock Acquisition Date and subject to extension by the Board of Directors by amendment hereof, to change or lengthen supplement any time period hereunder of the provisions herein which the Company may deem necessary or desirable, or (iv) following the time at which the Board of Directors' right of redemption under Section 23(a)(i) has expired, to change amend or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable; PROVIDED that no such amendment or supplement desirable and which shall materially not adversely affect the interests of the holders of Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person)Right Certificates; and FURTHER PROVIDED PROVIDED, HOWEVER, that this Agreement may not be amended or supplemented or amended pursuant to this sentence clause (iv) to lengthen (A) a time period relating to when the Rights may be redeemed or (B) any other time period unless the lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates)redeemed. Upon the delivery of a certificate from an appropriate officer of the Company or, so long as any Person is an Acquiring Person hereunder, from the Board of Directors of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that amendment unless the Rights Agent may, but shall not be obligated to, enter into any have determined in good faith that such supplement or amendment that affects the Rights Agent's own rights, duties or immunities would adversely affect its interests under this Agreement. Notwithstanding anything contained in this Rights Agreement to the contrary, no supplement or amendment shall be made that decreases which changes the Redemption Price. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock. Notwithstanding anything in this Rights Agreement to the contrary, no supplement or amendment that changes the rights and duties of the Rights under this Rights Agreement will be effective against the Rights Agent without the execution of such supplement or amendment by the Rights Agent.

Supplements and Amendments. Except as provided in Prior to the last Distribution -------------------------- Date, and subject to the penultimate sentence of this Section 27, at any time when the Rights are then redeemable, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders certificates representing shares of Common Stock. At any time when From and after the Rights are not redeemableDistribution Date, except as provided in and subject to the last penultimate sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder (which lengthening or shortening, following the first occurrence of an event set forth in clauses (i) or (ii) of the first provision to Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors), or (iv) to change or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable; PROVIDED that no such amendment or supplement desirable and which shall materially not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); and FURTHER PROVIDED that provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence to lengthen sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates)Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases which changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of one one-hundredths of a share of Preferred Stock for which a Right is exercisable, and no supplement or amendment that changes the rights or duties of the Rights Agent under this Agreement shall be effective without the execution of such supplement or amendment by the Rights Agent. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

Supplements and Amendments. Except as provided in the last sentence of this Section 27, at any time when the Rights are then redeemable, the The Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of Common Stock. At any from time when the Rights are not redeemable, except as provided in the last sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, to time supplement or amend this Rights Agreement without the approval of any holders of Rights Right Certificates in order (ia) to cure any ambiguity, (iib) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iiic) to shorten or lengthen any time period hereunder (including without limitation to extend the Final Expiration Date), (d) increase or decrease the Purchase Price, or (ive) to change or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable; PROVIDED provided, however, that no from and after such amendment or supplement time as any Person becomes an Acquiring Person, this Rights Agreement shall materially not be amended in any manner which would adversely affect the interests of the holders of Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person)Rights; and FURTHER PROVIDED provided further that this Rights Agreement may not be supplemented or amended to lengthen pursuant to clause (c) of this sentence to lengthen sentence, (A) a the time period relating to the when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of the Rights; provided further that the Company shall have the right to make unilaterally any changes necessary to facilitate the appointment of a successor Rights Agent, which such changes shall be set forth in a writing by the Company or by the Company and such successor Rights Agent. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Rights Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than the greater of (i) any percentage greater than the largest percentage of the Voting Power of the Company then known by the Company to be beneficially owned by any Person (other than the Company, any Acquiring Subsidiary of the Company, or any employee benefit plan or compensation arrangement of the Company or any Subsidiary of the Company, and any entity holding securities of the Company to the extent organized, appointed or established by the Company or any such Subsidiary for or pursuant to the terms of any such employee benefit plan or compensation arrangement) together with all Affiliates and Associates of such Person and its Affiliates and Associates)(ii) 10%. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases the Redemption Price.

Supplements and Amendments. Except as otherwise provided in the last sentence of this Section 27, at any time when for so long as the Rights are then redeemable, the Company may in its sole and absolute discretion discretion, and the Rights Agent shall, shall if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of the Rights, including, without limitation, as long as the Rights or holders of Common Stockare then redeemable, to extend the period during which the Rights may be redeemed. At any time when the Rights are not no longer redeemable, except as otherwise provided in the last sentence of this Section 27, the Company may may, and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order to (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder hereunder, or (iv) to change or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable; PROVIDED that no such supplement or amendment or supplement shall materially adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); , and FURTHER PROVIDED that no such amendment may cause the rights again to become redeemable or cause the Agreement again to become amendable other than in accordance with this sentence. Notwithstanding anything contained in this Agreement may not to the contrary, no supplement or amendment shall be supplemented or amended pursuant to this sentence to lengthen (A) a time period relating to when made which decreases the Rights may be redeemed or (B) any other time period unless the lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates)Redemption Price. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall that changes the rights and duties of the Rights Agent under this Agreement will be made that decreases effective against the Redemption PriceRights Agent without the execution of such supplement or amendment by the Rights Agent.

Supplements and Amendments. Except as provided in the last sentence of this Section 27The Company may, at any time when the Rights are then redeemable, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of Common Stock. At any from time when the Rights are not redeemable, except as provided in the last sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, to time supplement or amend this Agreement without the approval of any holders of Rights in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, herein (iiiPROVIDED that any amendment made pursuant to clause (i) to shorten or lengthen any time period hereunder or (ivii) to change or supplement the provisions hereunder in any manner that the Company may deem necessary or desirable; PROVIDED that no such amendment or supplement hereof after a Stock Acquisition Date shall not materially adversely affect the interests of the holders of Rights Right Certificates (other than an Acquiring Person or an any Affiliate or Associate thereof)), (iii) prior to the Stock Acquisition Date, to effect any other change or modification which the Company may deem necessary or desirable, or (iv) after the Stock Acquisition Date, to make any other provisions in regard to matters or questions arising hereunder which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Certificates (other than an Acquiring PersonPerson or any Affiliate or Associate thereof); and FURTHER PROVIDED that . Notwithstanding anything contained in this Agreement to the contrary, this Agreement may not be amended or supplemented or amended pursuant (x) to this sentence to lengthen (A) reinstate a time period relating to when right of redemption if the Rights may be redeemed are not then redeemable or (By) any other time period unless to decrease the lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates)Redemption Price. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment has been approved by the Company's Board of Directors and is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, howeverHOWEVER, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that adversely affects the Rights Agent's own its rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement Prior to the contraryDistribution Date, no supplement or amendment the interests of the holders of Rights shall be made that decreases deemed to coincide with the Redemption Priceinterests of holders of shares of Common Stock (other than an Acquiring Person or any Affiliate or Associate thereof).

Supplements and Amendments. Except Prior to such time as provided in any Person becomes an Acquiring Person and subject to the last sentence of this Section 27, at any time when the Rights are then redeemable, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of Common Stock. At any time when the Rights are not redeemable, except as provided in the last penultimate sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 20% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions provision herein, (iii) to shorten or lengthen any time period hereunder hereunder, or (iv) to change or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable; PROVIDED that no such amendment or supplement desirable and which shall materially not adversely affect the interests of the holders of Rights Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that from and FURTHER PROVIDED that after such time as any Person becomes an Acquiring Person this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence to lengthen sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates)Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases changes the Redemption PricePrice or moves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of the Company.

Supplements and Amendments. Except as provided in Prior to the last sentence of this Section 27, at any time when the Rights are then redeemableDistribution Date, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Rights Agreement in any respect without the approval of any holders of Rights or holders of certificates representing Common StockShares. At any time when From and after the Rights are not redeemable, except as provided in the last sentence of this Section 27Distribution Date, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Rights Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder (including, without limitation, to extend the Final Expiration Date) or (iv) to change or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable; PROVIDED that no such amendment or supplement desirable and which shall materially not adversely affect the interests of the holders of Rights Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); and FURTHER PROVIDED provided, however, that this Rights Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence to lengthen sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights; provided further that the Company shall have the right to make unilaterally any changes necessary to facilitate the appointment of a successor Rights Agent, which such changes shall be set forth in a writing by the Company or by the Company and such successor Rights Agent. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Rights Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 20% to not less than the greater of (i) any percentage greater than the largest percentage of the then outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Acquiring Person and its Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or any Subsidiary of the Company, or any entity holding Common Shares for or pursuant to the terms of any such plan or compensation arrangement) together with all Affiliates and Associates)or Associates of such Person, or (ii) 10%. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, provided that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects does not adversely affect the rights or obligations of the Rights Agent's own rights, duties Agent under Section 18 or immunities under Section 20 of this Rights Agreement. Notwithstanding anything contained in this Agreement Prior to the contraryDistribution Date, no supplement or amendment the interests of the holders of Rights shall be made that decreases deemed coincident with the Redemption Priceinterests of the holders of Common Shares.

Supplements and Amendments. Except as provided in Prior to the last sentence of this Section 27, at any time when Distribution Date and subject to the Rights are then redeemable, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of Common Stock. At any time when the Rights are not redeemable, except as provided in the last penultimate sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directsdirects and at the expense of the Company, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 20% to not less than 10%, with appropriate exceptions for persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after the Distribution Date and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs and at the expense of the Company, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions provision herein, (iii) to shorten or lengthen any time period hereunder hereunder, or (iv) to change or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable; PROVIDED that no such amendment or supplement desirable and which shall materially not adversely affect the interests of the holders of Rights Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); PROVIDED, that from and FURTHER PROVIDED that after the Distribution Date this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence to lengthen sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates)Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, provided that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment does not adversely affect the rights or obligations of the Rights Agent under this Rights Agreement. No supplement or amendment that affects changes the rights and duties of the Rights Agent under this Agreement will be effective against the Rights Agent without the execution of such supplement or amendment by the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases which reduces the then effective Redemption PricePrice or moves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares.

Supplements and Amendments. Except as provided in the last penultimate sentence of this Section 27, at any time when for so long as the Rights are then redeemable, the Company may may, in its sole and absolute discretion discretion, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of Common Stockthe Rights. At any time when the Rights are not no longer redeemable, except as provided in the last penultimate sentence of this Section 27, the Company may may, and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder hereunder, or (iv) to change or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable; PROVIDED , provided that no such supplement or amendment or supplement shall materially adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); and FURTHER PROVIDED provided further, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence to lengthen sentence, (A) a time period relating to when the Rights may be redeemed redeemed, or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates)Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, (i) no supplement or amendment shall be made that decreases which changes the Redemption PricePrice or the Final Expiration Date, and (ii) from and after the time that any Person shall become an Acquiring Person (other than pursuant to a Permitted Offer), but prior to the expiration of the right of redemption set forth in Section 23(a), 39 41 this Agreement may be amended or supplemented only if at such time there are not less than two Continuing Directors and such amendment or supplement is approved by a majority of Continuing Directors in office. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

Supplements and Amendments. Except as provided in Prior to the last sentence occurrence of this Section 27, at any time when the Rights are then redeemablea Triggering Event, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company Board of Directors so directs, supplement or amend any provision of this Agreement in any respect as the Board of Directors may deem necessary or desirable without the approval of any holders of Rights or holders certificates representing shares of Common StockStock of the Company or any other securities of the Company. At any time when From and after the Rights are not redeemable, except as provided in the last sentence occurrence of this Section 27a Triggering Event, the Company may and the Rights Agent shall, if the Company Board of Directors so directs, supplement or amend this Agreement without the approval of any holders holder of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder or (iv) to change or supplement the provisions hereunder hereof in any manner that which the Company Board of Directors may deem necessary or desirable; PROVIDED that no such amendment or supplement desirable and which shall materially not adversely affect the interests of the holders of Rights Right Certificates (other than an Acquiring Person or an any Affiliate or Associate of an Acquiring Person); provided, however, that from and FURTHER PROVIDED that after the occurrence of a Triggering Event, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence to lengthen sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or and the benefits to, the holders of Rights (other than any an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Without limiting the foregoing, the Company may at any time prior to the occurrence of a Triggering Event, amend this Agreement to lower the threshold set forth in Section 1(a) to not less than the greater of (i) the sum of .001% and its Affiliates the largest percentage of the outstanding Common Stock of the Company then known by the Company to be Beneficially Owned by any Person (other than the Company, any Subsidiary of the Company any employee benefit plan of the Company or any Subsidiary of the Company or any entity holding Common Stock of the Company for or pursuant to the terms of any such plan) and Associates)(ii) 10%. Upon the delivery of a such certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms and conditions of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED. Prior to the occurrence of a Triggering Event, howeverthe interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock of the Company. Notwithstanding any other provision hereof, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties consent must be obtained regarding any amendment or immunities under supplement pursuant to this Agreement. Notwithstanding anything contained in this Agreement to Section 27 which alters the contrary, no supplement Rights Agent's rights or amendment shall be made that decreases the Redemption Priceduties.

Supplements and Amendments. Except as provided in Prior to the last Distribution Date and subject to the penultimate sentence of this Section SECTION 27, at any time when the Rights are then redeemable, the Company may in its sole and absolute discretion may, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders certificates representing shares of Common Stock. At any time when Stock so long as the duties, liabilities and indemnification of the Rights Agent are not redeemableaffected. From and after the Distribution Date, except as provided in and subject to the last penultimate sentence of this Section SECTION 27, the Company may may, and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (ia) to cure any ambiguity, (iib) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iiic) to shorten or lengthen any time period hereunder hereunder, or (ivd) to change or supplement the provisions hereunder hereof in any manner that which the Company may deem necessary or desirable; PROVIDED that no such amendment or supplement desirable and which shall materially not adversely affect the interests of the holders of Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); and FURTHER PROVIDED PROVIDED, HOWEVER, that this Agreement may not be supplemented or amended pursuant to this sentence SECTION 27(C) to lengthen (Ai) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (Bii) any other time period period, unless the lengthening of such other time period is for the purpose of protecting, enhancing enhancing, or clarifying the rights of, and/or or benefits to the benefits toholders of, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates)Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27Section, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases which changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of one one-hundredths of a share of Preferred Stock for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

Supplements and Amendments. Except as provided in Prior to the last sentence of this Section 27, at any time when the Rights are then redeemableDistribution Date, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders certificates representing shares of Common Stock. At any time when From and after the Rights are not redeemable, except as provided in the last sentence of this Section 27Distribution Date, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder hereunder, or (iv) to change or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable; PROVIDED that no such amendment or supplement desirable and which shall materially not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); PROVIDED, from and FURTHER PROVIDED that after the Distribution Date, this Agreement may not be supplemented or amended to lengthen any time period hereunder pursuant to clause (iii) of this sentence to lengthen (A) a time period relating to when the Rights may be redeemed or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates)Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; PROVIDED. Notwithstanding any other provision hereof, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties consent must be obtained regarding any amendment or immunities under supplement pursuant to this AgreementSection 26 which alters the Rights Agent's rights or duties. Notwithstanding anything contained in this Agreement herein to the contrary, no supplement or amendment this Agreement may not be amended at a time when the Rights are not redeemable. Prior to the Distribution Date, the interests of the holders of Rights shall be made that decreases deemed coincident with the Redemption Priceinterests of the holders of shares of Common Stock.

Supplements and Amendments. Except as provided in the -------------------------- last sentence of this Section 27, at any time when the Rights are then redeemable, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of Common StockShares. At any time when the Rights are not redeemable, except as provided in the last sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder or (iv) to change or supplement the provisions hereunder in any manner that the Company may deem necessary or desirable; PROVIDED provided that no such amendment or supplement shall materially -------- adversely affect the interests of the holders of Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); and FURTHER PROVIDED further ------- provided that this Agreement may not be supplemented or amended pursuant to this -------- sentence to lengthen (A) a time period relating to when the Rights may be redeemed or (B) any other time period unless the lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDEDprovided, however, that the Rights Agent may, but shall not be -------- ------- obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases the Redemption Price.

Supplements and Amendments. Except as provided in Prior to the last Distribution Date and subject to the penultimate sentence of this Section 27, at any time when the Rights are then redeemable, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of certificates representing Common StockShares. At any time when From and after the Rights are not redeemable, except as provided in Distribution Date and subject to the last penultimate sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder hereunder, or (iv) to change or supplement the provisions hereunder in any manner that the Company may deem necessary or desirable; PROVIDED desirable and that no such amendment or supplement shall materially not adversely affect the interests of the holders of Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person)Certificates; and FURTHER PROVIDED that PROVIDED, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence to lengthen sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates)Rights. Upon the delivery of a certificate from an appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, and if requested by the Rights Agent, an opinion of counsel, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, (i) no supplement or amendment shall be made that decreases changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of Preferred Share Fractions for which a Right is exercisable and (ii) no supplement or amendment that changes or increases the obligations and duties of the Rights Agent under this Agreement shall be effective without the consent of the Rights Agent. Prior to the Distribution Date, the interests of the beneficial owners of Rights shall be deemed coincident with the interests of the holders of Common Shares.

Supplements and Amendments. Except as provided in the last penultimate sentence of this Section SECTION 27, at any time when for so long as the Rights are then redeemable, the Company may in its sole and absolute discretion discretion, and the Rights Agent shall, shall if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of Common Stockthe Rights. At any time when the Rights are not no longer redeemable, except as provided in the last penultimate sentence of this Section SECTION 27, the Company may may, and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights in order to (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions provision herein, (iii) to shorten or lengthen any time period hereunder hereunder, or (iv) to change or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable; PROVIDED provided, however, that no such supplement or amendment or supplement shall materially adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such amendment may cause the Rights again to become redeemable or cause the Agreement again to become amendable other than in accordance with this sentence; and FURTHER PROVIDED further, provided, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence to lengthen sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this AgreementRights. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases which changes the Redemption Price. Upon the delivery of a Certificate from an appropriate officer of the Company that states that the proposed supplement or amendment is in compliance with the terms of this SECTION 27, the Rights Agent shall execute such supplement or amendment.

Supplements and Amendments. Except as provided in the last sentence of this Section 27, at any time when the Rights are then redeemable, the The Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of Common Stock. At any from time when the Rights are not redeemable, except as provided in the last sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, to time supplement or amend this Agreement without the approval of any holders of Rights in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, herein (iiiprovided that any amendment made pursuant to clause (i) to shorten or lengthen (ii) hereof after a Stock Acquisition Date or at any time period hereunder or (iv) to change or supplement the provisions hereunder in any manner that the Company may deem necessary or desirable; PROVIDED that no such amendment or supplement there is a Proposed Acquiror, shall not materially adversely affect the interests of the holders of Rights Right Certificates (other than an Acquiring Person Person, a Proposed Acquiror or an any Affiliate or Associate of an Acquiring Personthereof); and FURTHER PROVIDED ), (iii) prior to the Stock Acquisition Date, to effect any other change or modification which the Company may deem necessary or desirable (provided that if there is then a Proposed Acquiror, this Agreement may not be supplemented or amended pursuant to this sentence to lengthen (ASection 27(iii) without the prior recommendation of a majority of Independent Directors at a time period relating to when the Rights may be redeemed at which there are at least two Independent Directors), or (Biv) after the Stock Acquisition Date or at any time that there is a Proposed Acquiror, to make any other time period unless provisions in regard to matters or questions arising hereunder which the lengthening Company may deem necessary or desirable and which shall not adversely affect the interests of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights Right Certificates (other than an Acquiring Person, a Proposed Acquiror or any Acquiring Person and its Affiliates and AssociatesAffiliate or Associate thereof). Notwithstanding anything contained in this Agreement to the contrary, this Agreement may not be amended or supplemented (x) to reinstate a right of redemption if the Rights are not then redeemable or (y) to decrease the Redemption Price. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment has been approved by the Company's Board of Directors and is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDEDprovided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that adversely affects the Rights Agent's own its rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement Prior to the contraryDistribution Date, no supplement or amendment the interests of the holders of Rights shall be made that decreases deemed to coincide with the Redemption Priceinterests of holders of shares of Common Stock (other than an Acquiring Person, an Adverse Person, a Proposed Acquiror or any Affiliate or Associate thereof).

Supplements and Amendments. Except as provided in Prior to the last sentence earlier of this Section 27, at any time when (i) the Distribution Date and (ii) the date on which the Rights are then redeemablecan no longer be redeemed in accordance with Section 23(a), the Company may in its sole and absolute discretion and the Rights Agent shallwill, if the Company so directs, supplement or amend any provision of this Agreement in any respect as the Company may deem necessary or desirable without the approval of any holders of Rights or holders of certificates representing Common StockShares. At any time when From and after the Rights are not redeemable, except as provided earlier date referred to in the last sentence of this Section 27immediately preceding sentence, the Company may and the Rights Agent shallwill, if the Company so directs, supplement or amend this Agreement without the approval of any holders holder of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions provision herein, (iii) to shorten or lengthen any time period hereunder hereunder, or (iv) to change or supplement the provisions hereunder hereof in any manner that which the Company may deem necessary or desirable; PROVIDED that no such amendment or supplement shall materially desirable and which will not adversely affect the interests of the holders of Rights Right Certificates (other than an Acquiring Person or an any Affiliate or Associate of an Acquiring Person); however, from and FURTHER PROVIDED that after the Distribution Date this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence to lengthen sentence, (A) a time period relating to when the Rights may be redeemed at the time the Rights are not redeemable or (B) any other time period unless the that lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or and the benefits to, the holders of Rights (other than any an Acquiring Person and its Affiliates and Associatesor any Affiliate or Associate of an Acquiring Person). Upon the delivery of a certificate from an appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such the proposed supplement or amendment; PROVIDED. Prior to the Distribution Date, howeverthe interests of the holders of Rights will be considered coincident with the interests of the holders of Common Shares. Notwithstanding any other provision hereof, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties consent must be obtained regarding any amendment or immunities under supplement pursuant to this Agreement. Notwithstanding anything contained in this Agreement to Section 27 that alters the contrary, no supplement Rights Agent's rights or amendment shall be made that decreases the Redemption Priceduties.

Supplements and Amendments. Except as provided in the last sentence of this Section 27, at any time when the Rights are then redeemable, the The Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of Common Stock. At any from time when the Rights are not redeemable, except as provided in the last sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, to time supplement or amend this Rights Agreement without the approval of any holders of Rights Right Certificates in order (ia) to cure any ambiguity, (iib) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iiic) to shorten or lengthen any time period hereunder (including without limitation to extend the Final Expiration Date), (d) increase or decrease the Purchase Price, or (ive) to change or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable; PROVIDED provided, however, that no from and after such amendment or supplement time as any Person becomes an Acquiring Person, this Rights Agreement shall materially not be amended in any manner which would adversely affect the interests of the holders of Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person)Rights; and FURTHER PROVIDED provided further that this Rights Agreement may not be supplemented or amended to lengthen pursuant to clause (c) of this sentence to lengthen sentence, (A) a the time period relating to the when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of the Rights; provided further that the Company shall have the right to make unilaterally any changes necessary to facilitate the appointment of a successor Rights Agent, which such changes shall be set forth in a writing by the Company or by the Company and such successor Rights Agent. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Rights Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than the greater of (i) any percentage greater than the largest percentage of the Voting Power of the Company then known by the Company to be beneficially owned by any Person (other than the Company, any Acquiring Subsidiary of the Company, or any employee benefit plan or compensation arrangement of the Company or any Subsidiary of the Company, and any entity holding securities of the Company to the extent organized, appointed or established by the Company or any such Subsidiary for or pursuant to the terms of any such employee benefit plan or compensation arrangement) together with all Affiliates and Associates of such Person and its Affiliates and Associates)(ii) 10%. Upon the delivery of a certificate from an appropriate officer of the Company and, if requested by the Rights Agent, an opinion of counsel, which states that the proposed supplement or amendment is in compliance with the terms of this Section 2727 and such supplement or amendment does not increase the Rights Agent's duties, liabilities or obligations, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases the Redemption Price.

Supplements and Amendments. Except as provided in the last sentence of The Company may from time to time supplement or amend this Section 27, at any time when the Rights are then redeemable, Agreement (which supplement or amendment shall be evidenced by a writing signed by the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect Agent) without the approval of any holders of Rights any certificates representing Common Shares or holders of Common Stock. At any time when the Rights are not redeemable, except as provided in the last sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten make any other provisions in regard to matters or lengthen questions arising hereunder, or to add, delete, modify or otherwise amend any time period hereunder or (iv) to change or supplement the provisions hereunder in any manner that provision, which the Company may deem necessary or desirable, including without limitation extending the Final Expiration Date; PROVIDED that no THAT the period during which the Rights may be redeemed may not be extended at a time when the Rights are not then redeemable; PROVIDED FURTHER, HOWEVER, that, from and after the Shares Acquisition Date, any such amendment or supplement shall not materially and adversely affect the interests of the holders of Rights (Certificates other than an Acquiring Person or an Affiliate or Associate transferees of such Acquiring Person. Without limiting the foregoing, the Board of Directors may by resolution adopted at any time prior to such time as any Person becomes an Acquiring Person); and FURTHER PROVIDED that Person amend this Agreement may to lower the threshold set forth in the definition of Acquiring Person herein from 15% to a percentage not less than the greater of any percentage greater than the largest percentage of the outstanding Voting Shares then known to the Company to be supplemented or amended pursuant to this sentence to lengthen (A) a time period relating to when the Rights may be redeemed or (B) beneficially owned by any other time period unless the lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights Person (other than the Company, any Acquiring Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any trustee of or fiduciary with respect to any such plan when acting in such capacity) and 10%, if the Board of Directors shall determine that a Person whose interests are adverse to the Company and its Affiliates and Associates)stockholders may seek to acquire control of the Company. Upon the delivery of a certificate from an appropriate officer of the Company Company, which states that the proposed supplement or amendment is in compliance with the terms of this Section 2729 and, provided such supplement or amendment does not change or increase the Rights Agent's rights, duties, liabilities or obligations hereunder, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases the Redemption Price.

Supplements and Amendments. Except as provided in the last sentence of this Section 27, at any time when the Rights are then redeemable, the The Company may in its sole and absolute discretion from time to time, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of Common Stock. At any time when the Rights are not redeemable, except as provided in the last sentence of this Section 27, the Company may and the Rights Agent shall, shall if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) or to shorten make any change to or lengthen delete any time period hereunder provision hereof or (iv) to change or supplement adopt any other provisions with respect to the provisions hereunder in any manner that Rights which the Company may deem necessary or desirable; PROVIDED that no provided, however, that, from and after such amendment time as any Person becomes an Acquiring Person, this Agreement shall not be amended or supplement shall materially supplemented in any manner which would adversely affect the interests of the holders of Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); and FURTHER PROVIDED that this Agreement may not be supplemented or amended pursuant to this sentence to lengthen (A) a time period relating to when the Rights may be redeemed or (B) any other time period unless the lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates). Upon Without limited the delivery of a certificate from an appropriate officer of foregoing, the Company which states that may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the proposed supplement or amendment is thresholds set forth in compliance with Section 1(a) and 3(a) hereof to not less than 5% (the terms of this Section 27, the Rights Agent shall execute such supplement or amendmentReduced Threshold); PROVIDEDprovided, however, that no Person who, at the Rights Agent maytime of the amendment setting a Reduced Threshold, but Beneficially Owns a number of Common Shares equal to or greater than the Reduced Threshold shall not be obligated tobecome an Acquiring Person unless such Person shall, enter into after the public announcement of the Reduced Threshold, increase its Beneficial Ownership of the then outstanding Common Shares (other than as a result of an acquisition of Common Shares by the Company) to an amount equal to or greater than the greater of (x) the Reduced Threshold or (y) the sum of (i) the lowest Beneficial Ownership of such Person as a percentage of the outstanding Common Shares as of any date on or after the date of the public announcement of such Reduced Threshold plus (ii) .001%. Any supplement or amendment that affects authorized by this Section 27 will be evidenced by a writing signed by the Company and the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall that changes the rights and duties of the Rights Agent under this Agreement will be made that decreases effective against the Redemption PriceRights Agent without the execution of such supplement or amendment by the Rights Agent.

Supplements and Amendments. Except as provided in the last sentence of The Company may from time to time supplement or amend this Section 27, at any time when the Rights are then redeemable, Agreement (which supplement or amendment shall be evidenced by a writing signed by the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect Agent) without the approval of any holders of Rights or holders of Common Stock. At any time when the Rights are not redeemable, except as provided in the last sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten make any other provisions in regard to matters or lengthen questions arising hereunder, or to add, delete, modify or otherwise amend any time period hereunder or (iv) to change or supplement the provisions hereunder in any manner that provision, which the Company may deem necessary or desirable; PROVIDED , including without limitation, extending the Final Expiration Date and, provided that no at the time of such amendment or supplement the Distribution Date has not occurred, the period during which the Rights may be redeemed; PROVIDED, HOWEVER, that, from and after such time as any Person becomes an Acquiring Person, any such amendment shall not materially and adversely affect the interests of the holders of Rights Right Certificates. Without limiting the foregoing, the Board of Directors of the Company may by resolution, adopted at any time prior to such time as any Person becomes an Acquiring Person, amend this Agreement to lower the threshold set forth in the definitions of Acquiring Person and Distribution Date herein to a percentage not less than the greater of (i) any percentage greater than the largest percentage of the outstanding Voting Shares then known to the Company to be beneficially owned by any Person (other than an Acquiring Person or an Affiliate or Associate the Company, any Subsidiary of an Acquiring Person); and FURTHER PROVIDED that this Agreement may not be supplemented or amended pursuant to this sentence to lengthen (A) a time period relating to when the Rights may be redeemed or (B) Company, any other time period unless the lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates). Upon the delivery of a certificate from an appropriate officer employee benefit plan of the Company which states that or of any Subsidiary of the proposed supplement Company, or amendment is in compliance any trustee of or fiduciary with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into respect to any such supplement or amendment that affects plan when acting in such capacity), and (ii) 10%. Notwithstanding any other provision hereof, the Rights Agent's own rights, duties consent must be obtained regarding any amendment or immunities under supplement pursuant to this Agreement. Notwithstanding anything contained in this Agreement to Section 29 which alters the contrary, no supplement Rights Agent's rights or amendment shall be made that decreases the Redemption Priceduties.

Supplements and Amendments. Except as provided in the last sentence of this Section 27, at any time when the Rights are then redeemable, the The Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of Common Stock. At any from time when the Rights are not redeemable, except as provided in the last sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, to time supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) or to shorten or lengthen make any time period hereunder or (iv) other provisions with respect to change or supplement the provisions hereunder in any manner that Rights which the Company may deem necessary or desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; PROVIDED that no PROVIDED, HOWEVER, that, from and after such amendment or supplement time as any Person becomes an Acquiring Person, this Agreement shall materially not be amended in any manner which would adversely affect the interests of the holders of Rights Rights. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Section 1(a) and 3(a) hereof to not less than 10% (the "Reduced Threshold"); PROVIDED, HOWEVER, that no Person who beneficially owns a number of Common Shares equal to or greater than the Reduced Threshold shall become an Acquiring Person unless such Person shall, after the public announcement of the Reduced Threshold, increase its beneficial ownership of the then outstanding Common Shares (other than an Acquiring Person or an Affiliate or Associate as a result of an Acquiring Person); and FURTHER PROVIDED that this Agreement may not be supplemented acquisition of Common Shares by the Company) to an amount equal to or amended pursuant to this sentence to lengthen greater than the greater of (Ax) a time period relating to when the Rights may be redeemed Reduced Threshold or (By) any other time period unless the lengthening sum of (i) the lowest beneficial ownership of such other time period is for Person as a percentage of the purpose outstanding Common Shares as of protecting, enhancing any date on or clarifying after the rights of, and/or date of the benefits to, the holders public announcement of Rights such Reduced Threshold plus (other than any Acquiring Person and its Affiliates and Associates)ii) .001%. Upon the delivery of a certificate from an appropriate officer of the Company which and if, requested by the Rights Agent, an opinion of counsel, that states that the proposed supplement or amendment is in compliance complies with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that unless the Rights Agent may, but shall not be obligated to, enter into any have determined in good faith that such supplement or amendment that affects would affect the Rights Agent's own rightsduties, duties liabilities, obligations, rights or immunities under this Agreement; provided, that any supplement or amendment to this Agreement made in accordance with this Section 27 solely to change the Persons or types of Persons who are included within the definition of Acquiring Person (including by lowering the threshold set forth in Section 1(a) hereof), shall not be deemed to affect the Rights Agent's duties, liabilities or obligations, rights or immunities under this Agreement. Notwithstanding anything contained in this Agreement Prior to the contraryDistribution Date, no supplement or amendment the interests of the holders of Rights shall be made that decreases deemed coincident with the Redemption Priceinterests of the holders of Common Shares.

Supplements and Amendments. Except as provided in Prior to the last time a Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27, at any time when the Rights are then redeemable, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of Common Stock. At any From and after the time when a Person becomes an Acquiring Person and subject to the Rights are not redeemable, except as provided in the last penultimate sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder or (iv) to change or supplement the provisions hereunder in any manner that the Company may deem necessary or desirable; PROVIDED provided that no such amendment or supplement shall materially and adversely affect the interests of the holders of Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); ) and FURTHER PROVIDED further provided that this Agreement may not be supplemented or amended pursuant to this sentence to lengthen (A) a time period relating to when the Rights may be redeemed or (B) any other time period unless the lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDEDprovided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases the Redemption Price.

Supplements and Amendments. Except as provided in Subject to the last sentence restrictions of this Section 27, at any time when the Rights are then redeemable, the Company may in its sole and absolute discretion from time to time, and the Rights Agent shall, if so directed by the Company so directsCompany, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of Common Stock. At any time when the Rights are not redeemable, except as provided in the last sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) or to shorten amend, supplement, add or lengthen delete any time period hereunder or (iv) to change or supplement the provisions hereunder in any manner that provision hereof which the Company may deem necessary or desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; PROVIDED PROVIDED, HOWEVER, that no from and after such amendment time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or supplement shall materially amended in any manner which would adversely affect the interests of the holders of Rights (other than an Acquiring Person or an Affiliate or an Associate of an Acquiring Person); , and FURTHER PROVIDED PROVIDED, FURTHER, that this Agreement may shall not be supplemented or amended pursuant after a Change in Control has occurred unless (i) the Board of Directors first (x) approves such supplement or amendment, (y) recommends such supplement or amendment to this sentence the Company's shareholders and (z) takes all steps necessary to lengthen (A) call and hold a time period relating to when the Rights may be redeemed or (B) any other time period unless the lengthening of such other time period is Special Meeting for the purpose of protectingvoting on such supplement or amendment and (ii) at such Special Meeting Shareholder Approval of such supplement or amendment is obtained, enhancing if such supplement or clarifying amendment would (x) adversely affect the rights ofinterests of the holders of the Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person or (y) in any way facilitate a Business Combination Transaction to which a Solicitation Participant is a party. Prior to the Distribution Date, and/or the benefits to, interests of the holders of Rights (other than any Acquiring Person and its Affiliates and Associates)shall be deemed coincident with the interests of the holders of Common Shares. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27Section, the Rights Agent shall execute such supplement or amendment; PROVIDED. Notwithstanding any other provision hereof, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties consent must be obtained regarding any amendment or immunities under supplement pursuant to this Agreement. Notwithstanding anything contained in this Agreement to Section 27 which alters the contrary, no supplement Rights Agent's rights or amendment shall be made that decreases the Redemption Priceduties.

Supplements and Amendments. Except as provided in Prior to the Distribution Date and subject to the next-to-last sentence of this Section 27, at any time when the Rights are then redeemable26, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders certificates representing shares of Common Stock. At any time when From and after the Rights are not redeemable, except as provided in Distribution Date and subject to the next-to-last sentence of this Section 2726, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder or (iv) to change or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable; PROVIDED that no such amendment or supplement desirable and which shall materially not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); and FURTHER PROVIDED that PROVIDED, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence to lengthen sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates)Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases which changes the Redemption Price, the Final Expiration Date or the number of one one-hundredths of a share of Preferred Stock for which a Right is exercisable or which reduces the Purchase Price. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of shares of Common Stock.

Supplements and Amendments. Except as provided in the last sentence of this Section 27, at any time when the Rights are then redeemable, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of Common StockShares. At any time when the Rights are not redeemable, except as provided in the last sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder or (iv) to change or supplement the provisions hereunder in any manner that the Company may deem necessary or desirable; PROVIDED PROVIDED, HOWEVER, that no such amendment or supplement shall materially adversely affect the interests of the holders of Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); and FURTHER PROVIDED FURTHER, PROVIDED, HOWEVER, that this Agreement may not be supplemented or amended pursuant to this sentence to lengthen (A) a time period relating to when the Rights may be redeemed or (B) any other time period unless the lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, howeverHOWEVER, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases the Redemption Price.

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

Supplements and Amendments. Except as provided in the last sentence of this Section 27, at any time when the Rights are then redeemable, the The Company may in its sole and absolute discretion and the Rights Warrant Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of Common Stock. At any may from time when the Rights are not redeemable, except as provided in the last sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, to time supplement or amend this Agreement without the approval of any holders of Rights Holder in order (i) to cure any ambiguity, (ii) ambiguity or to correct or supplement any provision contained herein in this Agreement that may be defective or inconsistent with any other provision in this Agreement, or to make any other provisions herein, (iii) in regard to shorten matters or lengthen any time period hereunder or (iv) to change or supplement the provisions hereunder in any manner questions arising under this Agreement that the Company and the Warrant Agent may deem necessary or desirable; PROVIDED provided, however, that no such supplement or amendment or supplement to this Agreement shall materially be made that adversely affect affects the interests or rights of any of the holders of Rights (other than an Acquiring Person Holders in any respect. Notwithstanding the foregoing, a supplement or an Affiliate or Associate of an Acquiring Person); and FURTHER PROVIDED that amendment to this Agreement may not be supplemented made by one or amended pursuant to this sentence to lengthen (A) a time period relating to when more substantially concurrent written instruments duly signed by the Rights may be redeemed or (B) any other time period unless the lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates). Upon the delivery Holders of a certificate from an appropriate officer majority of the Company which states that then outstanding Warrants and delivered to the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendmentCompany; PROVIDEDprovided, however, that the Rights Agent may, but consent of each Holder affected thereby shall not be obligated to, enter into required for any such supplement or amendment pursuant to which: (a) the Exercise Price would be increased or the Exercise Number would be decreased (in each case, other than pursuant to adjustments in accordance with Article II), (b) the time period during which the Warrants are exercisable would be shortened or (c) the antidilution provisions set forth in Article II would be changed in such a way as to adversely affect such Holder; provided further, however, that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to consent of the contrary, no Holders of the majority of the then outstanding Warrants of a class of Warrants shall be required if the supplement or amendment to this Agreement adversely affects the Warrants of that class in a manner not shared by the other classes of Warrants. In determining whether the Holders of the required number of outstanding Warrants have approved any supplement or amendment to this Agreement, Warrants owned by the Company or its controlled Affiliates, if any, shall be made that decreases the Redemption Pricedisregarded and deemed not to be outstanding.

Supplements and Amendments. Except as provided in the last sentence of this Section 27, at any time when the Rights are then redeemable, the The Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of Common Stock. At any from time when the Rights are not redeemable, except as provided in the last sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, to time -------------------------- supplement or amend this Rights Agreement without the approval of any holders of Rights Right Certificates in order (ia) to cure any ambiguity, (iib) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iiic) to shorten or lengthen any time period hereunder (including without limitation to extend the Final Expiration Date), (d) increase or decrease the Purchase Price, or (ive) to change or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable; PROVIDED provided, however, that no from and after such amendment or supplement time as any Person becomes an Acquiring Person, this Rights Agreement shall materially not be amended in any manner which would adversely affect the interests of the holders of Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person)Rights; and FURTHER PROVIDED provided further that this Rights Agreement may not be supplemented or amended to lengthen pursuant to clause (c) of this sentence to lengthen sentence, (A) a the time period relating to the when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of the Rights; provided further that the Company shall have the right to make unilaterally any changes necessary to facilitate the appointment of a successor Rights Agent, which such changes shall be set forth in a writing by the Company or by the Company and such successor Rights Agent. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Rights Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than the greater of (i) any percentage greater than the largest percentage of the Voting Power of the Company then known by the Company to be beneficially owned by any Person (other than the Company, any Acquiring Subsidiary of the Company, or any employee benefit plan or compensation arrangement of the Company or any Subsidiary of the Company, and any entity holding securities of the Company to the extent organized, appointed or established by the Company or any such Subsidiary for or pursuant to the terms of any such employee benefit plan or compensation arrangement) together with all Affiliates and Associates of such Person and its Affiliates and Associates)(ii) 10%. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2727 and such supplement or amendment does not increase the Rights Agent's duties, liabilities or obligations, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases the Redemption Price.

Supplements and Amendments. Except as provided in Prior to the last sentence of this Section 27, at any time when Distribution Date and subject to the Rights are then redeemable, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of Common Stock. At any time when the Rights are not redeemable, except as provided in the last penultimate sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after the Distribution Date and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions provision herein, (iii) to shorten or lengthen any time period hereunder hereunder, or (iv) to change or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable; PROVIDED that no such amendment or supplement desirable and which shall materially not adversely affect the interests of the holders of Rights Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that from and FURTHER PROVIDED that after the Distribution Date this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence to lengthen sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates)Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases which reduces the then effective Redemption PricePrice or moves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares.

Supplements and Amendments. Except as provided in the last sentence of this Section 27, at any time when the Rights are then redeemable, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of Common Stock. At any time when the Rights are not redeemable, except as provided in the last sentence of this Section 27, the The Company may and the Rights Agent shall, if the Company so directs, pursuant to the terms hereof, from time to time supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) or to shorten or lengthen make any time period hereunder or (iv) other provisions with respect to change or supplement the provisions hereunder in any manner that Rights which the Company may deem necessary or desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; PROVIDED that no provided, however, that, from and after such amendment or supplement time as any Person becomes an Acquiring Person, this Agreement shall materially not be amended in any manner which would adversely affect the interests of the holders of Rights Rights. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Section 1(a) and 3(a) hereof to not less than 10% (the "Reduced Threshold"); provided, however, that no Person who beneficially owns a number of Common Shares equal to or greater than the Reduced Threshold shall become an Acquiring Person unless such Person shall, after the public announcement of the Reduced Threshold, increase its beneficial ownership of the then outstanding Common Shares (other than an Acquiring Person or an Affiliate or Associate as a result of an Acquiring Person); and FURTHER PROVIDED that this Agreement may not be supplemented acquisition of Common Shares by the Company) to an amount equal to or amended pursuant to this sentence to lengthen greater than the greater of (Ax) a time period relating to when the Rights may be redeemed Reduced Threshold or (By) any other time period unless the lengthening sum of (i) the lowest beneficial ownership of such other time period is for Person as a percentage of the purpose outstanding Common Shares as of protecting, enhancing any date on or clarifying after the rights of, and/or date of the benefits to, the holders public announcement of Rights such Reduced Threshold plus (other than any Acquiring Person and its Affiliates and Associates)ii) .001%. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this the Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no the Rights Agent shall not be obligated to enter into any supplement or amendment shall be made that decreases which affects the Redemption Pricerights, duties obligations or immunities of the Rights Agent under this Agreement.

Supplements and Amendments. Except as provided in Prior to the last sentence of this Section 27, at any time when that the Rights are then redeemableCorporation becomes aware that a Person has become an Acquiring Person, the Company may in Corporation may, by resolution of its sole and absolute discretion Board of Directors, and the Rights Agent shall, if the Company Corporation so directs, supplement or amend any provision of this Agreement in any respect whatsoever (including, without limitation, any extension of the period in which the Rights may be redeemed) without the approval of any holders of Rights certificates representing shares of Common Stock of the Corporation or of Right Certificates. From and after the time that the Corporation becomes aware that a Person has become an Acquiring Person, without the approval of any holders of certificates representing shares of Common Stock. At any time when Stock of the Rights are not redeemable, except as provided in the last sentence Corporation or of this Section 27Right Certificates, the Company may Corporation may, by resolution of its Board of Directors, and the Rights Agent shall, if the Company Corporation so directs, supplement or amend this Agreement without the approval of any holders of Rights in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder or (iv) to change or supplement the or amend any other provisions hereunder in any manner that which the Company Corporation may deem necessary or desirable; PROVIDED that no such amendment or supplement , which shall materially not adversely affect the interests of, or diminish substantially or eliminate the benefits intended to be afforded by the Rights to, the holders of Right Certificates (other than an Acquiring Person or an Affiliate or Associate of any such Person); provided, however, that this Agreement may not be supplemented or amended (A) to lengthen, pursuant to clause (iii) of this sentence, a time period relating to when the Rights may be redeemed or to modify the ability (or inability) of the Board of Directors of the Corporation to redeem the Rights, in either case at such time as the Rights are not then redeemable, or to lengthen any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of or the benefits to the holders of Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring any such Person); and FURTHER PROVIDED that this Agreement may not be supplemented or amended pursuant to this sentence to lengthen (A) a time period relating to when the Rights may be redeemed or (B) any other time period unless the lengthening to alter, amend, supplement or delete this second sentence of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates)Section 27. Upon the delivery of a certificate from an appropriate officer of the Company Corporation which states that the proposed supplement or amendment is in compliance with the terms of this Section 2727 (together with a copy of such proposed supplement or amendment), the Rights Agent shall execute such supplement or amendment; PROVIDED. Notwithstanding the foregoing, however, any supplement or amendment that does not amend this Agreement in a manner adverse to the Rights Agent mayAgent, but and is otherwise in compliance in all respects with this Section 27, shall become effective immediately upon execution by the Company, whether or not be obligated to, enter into also executed by the Rights Agent. In the case of any such supplement or amendment that affects amendment, the Corporation shall deliver to the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to Agent a certificate from an appropriate officer of the contrary, no Corporation which states that such supplement or amendment was in compliance with the terms of this Section 27 (together with a copy of such supplement or amendment). Prior to the Distribution Date, the interests of the holders of Rights shall be made that decreases deemed coincident with the Redemption Priceinterests of the holders of Common Stock.

Supplements and Amendments. Except as provided in the last sentence The Board of this Section 27, at any time when the Rights are then redeemable, the Company may in its sole and absolute discretion Directors and the Rights Agent shallmay from time to time, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of Common Stock. At any time when the Rights are not redeemable, except as provided in the last sentence of this Section 27, the Company may and the Rights Agent shall, if the Company Board so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) or to shorten or lengthen make any time period hereunder or (iv) other provisions with respect to change or supplement the provisions hereunder in any manner that Rights which the Company may deem necessary or desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; PROVIDED PROVIDED, HOWEVER, that no from and after such amendment or supplement time as any Person becomes an Acquiring Person, this Agreement shall materially not be amended in any manner which would adversely affect the interests of the holders of Rights Rights. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to raise or lower the thresholds set forth in Sections l(a) and 3(a), provided the threshold may not be lowered to less than the greater of (i) any percentage greater than the largest percentage of the outstanding Common Stock then known by the Company to be beneficially owned by any Person (other than an Acquiring Person the Company, any Subsidiary of the Company, any employee benefit plan of the Company or an Affiliate of any Subsidiary of the Company or Associate any entity holding Common Stock for or pursuant to the terms of an Acquiring Person); any such plan) and FURTHER PROVIDED that this (ii) 10%. This Agreement may shall not be supplemented or amended pursuant to this sentence to lengthen (A) in any way following the Distribution Date unless such amendment is approved by a time period relating to when majority of the Rights may Board of Directors whose determination shall be redeemed or (B) any other time period unless the lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates)final. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed propose supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, have determined in good faith that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities would adversely affect its interests under this Agreement. Notwithstanding anything contained in this Agreement Prior to the contraryDistribution Date, no supplement or amendment the interests of the holders of Rights shall be made that decreases deemed coincident with the Redemption Priceinterests of the holders of Common Stock.

Supplements and Amendments. Except as provided in This Agreement may be supplemented or amended at the last sentence times and for the purposes set forth below; provided, however, that no proposed supplement or amendment to this Agreement shall be effective unless (i) there are Directors and (ii) a majority of this Section 27such Directors, at any time when a meeting of the Rights are then redeemableBoard of Directors duly called and held, votes in favor of the adoption of such proposed supplement or amendment. Prior to the Distribution Date, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders certificates representing shares of Common Stock. At any time when From and after the Rights are not redeemable, except as provided in the last sentence of this Section 27Distribution Date, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder (which lengthening or shortening, following the first occurrence of an event set forth in clauses (i) and (ii) of the first proviso to Section 23(a) hereof, shall be effective only if there are Directors and shall require the concurrence of a majority of such Directors), or (iv) to change or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable; PROVIDED that no such amendment or supplement desirable and which shall materially not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); and FURTHER PROVIDED that provided, however, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence to lengthen sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates)Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement Prior to the contraryDistribution Date, no supplement or amendment the interests of the holders of Rights shall be made that decreases deemed coincident with the Redemption Priceinterests of the holders of Common Stock.

Supplements and Amendments. Except as provided in Prior to the last Distribution Date and subject to the penultimate sentence of this Section 27, at any time when the Rights are then redeemable26, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders certificates representing shares of Common Stock. At any time when From and after the Rights are not redeemable, except as provided in Distribution Date and subject to the last penultimate sentence of this Section 2726, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder (which lengthening or shortening, after the time that any Acquiring Person has become such, shall be effective only if (x) there is at least one Continuing Director then in office and (y) a majority of all of the Continuing Directors then in office have approved of such action), or (iv) to change or supplement the provisions hereunder hereof in any manner that which the Company may deem necessary or desirable; PROVIDED that no such amendment or supplement desirable and which shall materially not adversely affect the interests of the holders of Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person)Right Certificates; and FURTHER PROVIDED that PROVIDED, HOWEVER, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence to lengthen sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period period, unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates)Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; PROVIDED. Prior to the Distribution Date, however, that the interests of the holders of Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects deemed coincident with the Rights Agent's own rights, duties or immunities under this Agreementinterests of the holders of Common Stock. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases which changes the Redemption Price, the Purchase Price or the number of shares or Units for which a Right is exercisable.

Supplements and Amendments. Except as provided in the last sentence of The Company may from time to time supplement or amend this Section 27, at any time when the Rights are then redeemable, Agreement (which supplement or amendment shall be evidenced by a writing signed by the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect Agent) without the approval of any holders of Rights or holders of Common Stock. At any time when the Rights are not redeemable, except as provided in the last sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten make any other provisions in regard to matters or lengthen questions arising hereunder, or to add, delete, modify or otherwise amend any time period hereunder or (iv) to change or supplement the provisions hereunder in any manner that provision, which the Company may deem necessary or desirable; PROVIDED , including without limitation, extending the Final Expiration Date and, provided that no at the time of such amendment or supplement the Distribution Date has not occurred, the period during which the Rights may be redeemed; PROVIDED, HOWEVER, that, from and after such time as any Person becomes an Acquiring Person, any such amendment shall not materially and adversely affect the interests of the holders of Rights Right Certificates. Without limiting the foregoing, the Board of Directors of the Company may, by resolution adopted at any time prior to such time as any Person becomes an Acquiring Person, amend this Agreement to lower the threshold set forth in the definitions of Acquiring Person and Distribution Date herein to a percentage not less than the greater of (i) any percentage greater than the largest percentage of the outstanding Voting Shares then known to the Company to be beneficially owned by any Person (other than an Acquiring Person or an Affiliate or Associate the Company, any Subsidiary of an Acquiring Person); and FURTHER PROVIDED that this Agreement may not be supplemented or amended pursuant to this sentence to lengthen (A) a time period relating to when the Rights may be redeemed or (B) Company, any other time period unless the lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates). Upon the delivery of a certificate from an appropriate officer employee benefit plan of the Company which states that or of any Subsidiary of the proposed supplement Company, or amendment is in compliance any trustee of or fiduciary with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into respect to any such supplement or amendment that affects plan when acting in such capacity), and (ii) 10%. Notwithstanding any other provision hereof, the Rights Agent's own rights, duties consent must be obtained regarding any amendment or immunities under supplement pursuant to this Agreement. Notwithstanding anything contained in this Agreement to Section 28 which alters the contrary, no supplement Rights Agent's rights or amendment shall be made that decreases the Redemption Priceduties.

Supplements and Amendments. Except as provided in (a) Prior to the last sentence earlier of this Section 27(i) the Distribution Date, at any time when and (ii) the date on which the Rights are then redeemablecan no longer be redeemed in accordance with Section 23, the Company may in its sole and absolute discretion and the Rights Agent shallwill, if the Company so directs, supplement or amend any provision of this Agreement in any respect as the Company may deem necessary or desirable without the approval of any holders of Rights or holders of certificates representing Common Stock. At any time when From and after the Rights are not redeemable, except as provided earlier date referred to in the last sentence of this Section 27immediately preceding sentence, the Company may and the Rights Agent shallwill, if the Company so directs, supplement or amend this Agreement without the approval of any holders holder of Rights Right Certificates only in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions provision herein, (iii) to shorten or lengthen any time period hereunder hereunder, or (iv) to change or supplement the provisions hereunder hereof in any manner that which the Company may deem necessary or desirable; PROVIDED that no such amendment or supplement shall materially desirable and which will not adversely affect the interests of the holders of Rights Right Certificates (other than an Acquiring Person or an any Affiliate or Associate of an Acquiring Person); however, from and FURTHER PROVIDED that after the Distribution Date this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence to lengthen sentence, (A) a time period relating to when the Rights may be redeemed at the time the Rights are not redeemable, or (B) any other time period unless the that lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or and the benefits to, the holders of Rights (other than any an Acquiring Person and its Affiliates and Associatesor any Affiliate or Associate of an Acquiring Person). Upon the delivery of a certificate from an appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such the proposed supplement or amendment; PROVIDED. Prior to the Distribution Date, howeverthe interests of the holders of Rights will be considered coincident with the interests of the holders of Common Stock. Notwithstanding any other provision hereof, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own consent must be obtained regarding any amendment or supplement pursuant to this Section 27 that alters or increases the Rights Agent's rights, duties duties, liabilities or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases the Redemption Priceobligations.

Supplements and Amendments. Except Prior to such time as provided in any Person becomes an Acquiring Person and subject to the last sentence of this Section 27, at any time when the Rights are then redeemable, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of Common Stock. At any time when the Rights are not redeemable, except as provided in the last penultimate sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for Persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after such time as any Person becomes an Acquiring Person and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions provision herein, (iii) to shorten or lengthen any time period hereunder hereunder, or (iv) to change or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable; PROVIDED that no such amendment or supplement desirable and which shall materially not adversely affect the interests of the holders of Rights Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that from and FURTHER PROVIDED that after such time as any Person becomes an Acquiring Person this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence to lengthen sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates)Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED. Notwithstanding the foregoing, however, that the Rights Agent may, but shall not be obligated to, enter into any such required to supplement or amendment amend this Agreement in a manner that adversely affects the Rights Agent's own rights, duties its rights or immunities obligations under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases changes the Redemption PricePrice or moves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of the Company.

Supplements and Amendments. Except as provided in the last sentence of this Section 27, at any time when Prior to the Rights are then redeemableDistribution Date, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders certificates representing shares of Common Stock. At For any time when holder, and after the Rights are not redeemable, except as provided in the last sentence of this Section 27Distribution Date, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder or (iv) to change or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable; PROVIDED , provided that no such amendment or supplement shall materially be made which (v) changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of shares (in one one-hundredth (.01) of a share increments) of Series A Preferred Stock for which a Right is exercisable or (y) adversely affect affects the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); and FURTHER PROVIDED provided, however, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence to lengthen sentence, (A) a time period relating to when the Rights may be redeemed (x) at such time as the Rights are not then redeemable, or (y) without the approval of a majority of the Continuing Directors, or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates)Rights. Upon the delivery of a certificate from an appropriate officer of the Company or, so long as there is an Acquiring Person hereunder, from a majority of the Continuing Directors, which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that . Prior to the Rights Agent mayDistribution Date, but shall not be obligated to, enter into any such supplement or amendment that affects the interests of the holders of Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases deemed coincident with the Redemption Priceinterests of the holders of Common Stock.

Supplements and Amendments. Except as provided in Prior to the last Distribution Date and subject to the penultimate sentence of this Section 27, at any time when the Rights are then redeemable, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders certificates representing shares of Common Stock. At any time when From and after the Rights are not redeemable, except as provided in Distribution Date and subject to the last penultimate sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder or (iv) to change or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable; PROVIDED that no such amendment or supplement desirable and which shall materially not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person Person, an Adverse Person, or an Affiliate or Associate of an Acquiring Person or Adverse Person); and FURTHER PROVIDED that provided, however, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence to lengthen sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights already have ceased to be redeemable, or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any an Acquiring Person, an Adverse Person or an Affiliate or Associate of an Acquiring Person and its Affiliates and Associates). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases the Redemption Price.Adverse

Supplements and Amendments. Except as provided in Prior to the last sentence of this Section 27Distribution Date, at any time when the Rights are then redeemable, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of Common Stock. At any time when the Rights are not redeemable, except as provided in but subject to the last sentence of this Section 27, the Company may and the Rights Agent shallAgent, if so directed in writing by the Company, shall supplement or amend any term, provision or condition of this Agreement, without the approval of the registered holders of the stock certificates representing the Common Stock, the Class B Common Stock and the Rights. From and after the Distribution Date, but subject to the last sentence of this Section 27, the Company and the Rights Agent, if so directsdirected in writing by the Company, shall supplement or amend this Agreement Agreement, without the approval of any the registered holders of the Rights (however represented), in order order: (ia) to cure any ambiguity, (iib) to correct or supplement any term, provision contained herein that or condition of this Agreement which may be defective or inconsistent with any other provisions hereinterm, provision or condition hereof, (iiic) to shorten or lengthen any time period hereunder specified herein or (ivd) to change or supplement one or more of the terms, provisions hereunder or conditions hereof in any manner that which the Company may deem necessary or desirable; PROVIDED that no such amendment or supplement desirable and which shall materially not adversely affect affect, as determined by the Board, the interests of the holders of Rights (other than an Acquiring any Restricted Person or an Affiliate or Associate the transferees therefrom specified in Section 7(d) of an Acquiring Personthe Rights (however represented); and FURTHER PROVIDED provided, however, that this Agreement may not be supplemented or amended pursuant to clause (c) of this sentence (i) to lengthen (A) a any time period relating to when the Rights may be redeemed or (Bexcept as permitted by Section 3(a)(ii)) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Restricted Person and its Affiliates and Associatesor the transferees therefrom specified in Section 7(d)) of the Rights or (ii) to lengthen any time period relating to when the Rights may be redeemed if at such time the Rights are not then redeemable. Upon the delivery of a certificate from an appropriate officer of the Company which states stating that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDEDprovided, however, that the Rights Agent may, but shall not be obligated to, enter into required to execute any such supplement or amendment that which affects any of the Rights Agent's own rights, powers, obligations, duties or immunities under this AgreementAgreement without its consent. Notwithstanding anything contained in this Agreement to On and after the contraryDistribution Date, no supplement or amendment shall be made that decreases which changes the Exercise Price, the number of one one-hundredths of a Preferred Share for which a Right is exercisable, the Redemption PricePrice or the Final Expiration Date. Prior to the Distribution Date, the interests of the holders of the Rights shall be deemed coincident with the interests of the holders of the Common Stock and Class B Common Stock of the Company.

Supplements and Amendments. Except as provided in the last sentence of Subject to this Section 27, at any time when the Rights are then redeemableSection, the Company may in its sole and absolute discretion may, and the Rights Agent shall, if directed by the Company so directsCompany, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of Common Stock. At any from time when the Rights are not redeemable, except as provided in the last sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, to time supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) or to shorten or lengthen make any time period hereunder or (iv) other provisions with respect to change or supplement the provisions hereunder in any manner that Rights which the Company may deem necessary or desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; PROVIDED that no provided, however, that, from and after such amendment or supplement time as any Person becomes an Acquiring Person, this Agreement shall materially not be amended in any manner which would adversely affect the interests of the holders of Rights Rights. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof to not less than 10% (the "Reduced Threshold"); provided; however, that no Person who Beneficially Owns a number of Common Shares equal to or greater than the Reduced Threshold shall become an Acquiring Person unless such Person shall, after the public announcement of the Reduced Threshold, increase its Beneficial Ownership of the then outstanding Common Shares (other than as a result of an acquisition of Common Shares by the Company) to an amount equal to or greater than the greater of (x) the Reduced Threshold or (y) the sum of (i) the lowest Beneficial Ownership of such Person as a percentage of the outstanding Common Shares as of any date on or after the date of the public announcement of such Reduced Threshold plus (ii) 0.001%. For the avoidance of doubt, the Company shall be entitled to adopt and implement such procedures and arrangements (including with third parties) as it may deem necessary or desirable to facilitate the exercise, exchange, trading, issuance or distribution of the Rights (and Preferred Shares) as contemplated hereby and to ensure that an Acquiring Person or an Affiliate or Associate does not obtain the benefits thereof, and amendments in respect of an Acquiring Person); and FURTHER PROVIDED that this Agreement may the foregoing shall not be supplemented or amended pursuant deemed to this sentence to lengthen (A) a time period relating to when adversely affect the Rights may be redeemed or (B) any other time period unless the lengthening interests of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates)Rights. Upon the delivery of a certificate from executed by an appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, howeverprovided, that notwithstanding anything in this Agreement to the contrary, the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that materially and adversely affects the Rights Agent's own rights, duties duties, obligations or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases the Redemption Price.

Supplements and Amendments. Except as provided in Prior to the last Distribution Date and subject to the penultimate sentence of this Section 27, at any time when the Rights are then redeemable, the Company may in its sole and absolute discretion may, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders certificates representing shares of Company Common Stock. At any time when From and after the Rights are not redeemable, except as provided in Distribution Date and subject to the last penultimate sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder hereunder, or (iv) to change or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable; PROVIDED that no such amendment or supplement desirable and which shall materially not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); and FURTHER PROVIDED provided, however, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence to lengthen sentence, (A) subject to Section 31 hereof, a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates)Rights. Upon the delivery of a certificate from an appropriate officer of the Company or, so long as any Person is an Acquiring Person hereunder, from the majority of the Board of Directors in accordance with the Company's By-Laws which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases which changes the Redemption Price, the Purchase Price, the Expiration Date or the number of Units of Company Common Stock for which a Right is exercisable without the approval of a majority of the Board of Directors in accordance with the Company's By-Laws. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Company Common Stock.

Supplements and Amendments. Except as provided in Prior to the last Distribution Date and subject to the penultimate sentence of this Section SECTION 27, at any time when the Rights are then redeemable, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders certificates representing shares of Common Stock. At any time when From and after the Rights are not redeemableDistribution Date, except as provided in and subject to the last penultimate sentence of this Section SECTION 27, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (ia) to cure any ambiguity, (iib) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iiic) to shorten or lengthen any time period hereunder (which shortening or lengthening shall be effective only if there are Continuing Directors in office and shall require the concurrence of a majority of such Continuing Directors), or (ivd) to change or supplement the provisions hereunder hereof in any manner that which the Company may deem necessary or desirable; PROVIDED that no such amendment or supplement desirable and which shall materially not adversely affect the interests of the holders of Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); and FURTHER PROVIDED provided, however, that this Agreement may not be supplemented or amended pursuant to this sentence SECTION 27(c) to lengthen (Ai) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (Bii) any other time period period, unless the lengthening of such other time period is for the purpose of protecting, enhancing enhancing, or clarifying the rights of, and/or or benefits to the benefits toholders of, the holders Rights. Notwithstanding the foregoing, after any Person has become an Acquiring Person, any supplement or amendment shall be effective only if there are Continuing Directors then in office, and such supplement or amendment shall have been approved by a majority of Rights (other than any Acquiring Person and its Affiliates and Associates)such Continuing Directors. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section SECTION 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases which changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of one one-hundredths of a share of Preferred Stock for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

Supplements and Amendments. Except as provided in the last penultimate sentence of this Section 27, at any time when for so long as the Rights are then redeemable, the Company may in its sole and absolute discretion discretion, and the Rights Agent shall, shall if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of Common Stockthe Rights. At any time when the Rights are not no longer redeemable, except as provided in the last penultimate sentence of this Section 27, the Company may may, and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order to (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder hereunder, or (iv) to change or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable; PROVIDED provided that no such supplement or amendment or supplement shall materially adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); , and FURTHER PROVIDED that no such amendment may cause the Rights again to become redeemable or cause the Agreement again to become amendable other than in accordance with this sentence. Notwithstanding anything contained in this Agreement may not to the contrary, no supplement or amendment shall be supplemented or amended pursuant to this sentence to lengthen (A) a time period relating to when made which changes the Rights may be redeemed or (B) any other time period unless the lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates)Redemption Price. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDEDprovided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that which affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement Prior to the contraryconsent of the Rights Agent to any supplement or amendment, no the Rights Agent may require delivery to it of an opinion of counsel stating that such supplement or amendment shall is authorized or permitted by the Agreement, and will, upon execution and delivery thereof, be made that decreases valid and binding upon the Redemption PriceCompany in accordance with its terms.

Supplements and Amendments. Except as provided Subject to Sections 10.2 and 10.3 of this Agreement, this Agreement may be amended, with the consent of the Holders of the Owner Trust Certificates, by a written instrument signed by the Company and the Owner Trustee, but if in the last sentence opinion of the Owner Trustee any instrument required to be so executed materially and adversely affects any right, duty or liability of, or immunity or indemnity in favor of the Bank or the Owner Trustee under this Section 27Agreement or any of the other Operative Agreements to which it or the Owner Trust is a party, at or would cause or result in any time when the Rights are then redeemableconflict with or breach of any terms, conditions or provisions of, or a default under, the Company Bank's charter documents or by-laws or any document contemplated hereby to which the Owner Trust or the Owner Trustee is a party, the Owner Trustee may in its sole and absolute discretion and decline to execute such instrument, unless the Rights Agent shall, if Owner Trustee shall have been provided an indemnity that is satisfactory to it. In the Company so directs, supplement or amend any provision event that there is more than one Holder of this Agreement in any respect without Owner Trust Certificates (as shown on the approval of any holders of Rights or holders of Common Stock. At any time when the Rights are not redeemable, except as provided in the last sentence of this Section 27Certificate Register), the Company may and consent to an amendment by Certificateholders entitled to a majority of the aggregate of all Voting Rights Agent shallallocable to the Owner Trust Certificates shall be sufficient to bind all of such Holders; PROVIDED, if the Company so directsHOWEVER, supplement or amend this Agreement without the approval of any holders of Rights in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder or (iv) to change or supplement the provisions hereunder in any manner that the Company may deem necessary or desirable; PROVIDED that no such amendment shall: (i) reduce in any manner the amount of, or supplement shall materially delay the timing of, distributions required to be made on any Owner Trust Certificate without the consent of the affected Holder; (ii) adversely affect in any material respect the interests of the holders Holders of Rights (any Class of Owner Trust Certificates in a manner other than an Acquiring Person or an Affiliate or Associate as described in clause (i) above without the consent of an Acquiring Person)the Holders of all Owner Trust Certificates of such Class; and FURTHER PROVIDED that this Agreement may not be supplemented or amended pursuant to this sentence to lengthen (A) a time period relating to when the Rights may be redeemed or (Biii) any other time period unless amend this Section 10.1 without the lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates). Upon the delivery of a certificate from an appropriate officer consent of the Company which states that the proposed supplement or amendment is in compliance with the terms Holders of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases the Redemption Priceall Owner Trust Certificates then outstanding.

Supplements and Amendments. Except For as long as the -------------------------- Rights are then redeemable and except as provided in the last penultimate sentence of this Section 27, at any time when the Rights are then redeemable26, the Company Corporation may in its sole and absolute discretion discretion, and the Rights Agent shall, shall if the Company Corporation so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of the Rights or holders of the Common Stock. At any time when the Rights are not redeemable, then redeemable and except as provided in the last penultimate sentence of this Section 2726, the Company may Corporation may, and the Rights Agent shall, shall if the Company Corporation so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (ia) to cure any ambiguity, (iib) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iiic) to shorten or lengthen any time period hereunder or (ivd) to change or supplement the provisions hereunder in any manner that which the Company Corporation may deem necessary or desirable; PROVIDED provided, that no such supplement or amendment or supplement shall materially -------- adversely affect the interests of the holders of Rights Right Certificates as such (other than an any Acquiring Person who became such other than pursuant to a Permitted Transaction or an Affiliate or Associate of such an Acquiring Person); and FURTHER PROVIDED provided, further, that ----------------- this Rights Agreement may not be supplemented or amended to lengthen, pursuant to clause (c) of this sentence to lengthen sentence, (Ai) a time period relating to when the Rights may be redeemed or this Agreement amended at the sole and absolute discretion of the Corporation at such time as the Rights are not then redeemable or (Bii) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or or the benefits to, the holders of Rights as such (other than any Acquiring Person and its Affiliates and Associateswho became such other than pursuant to a Permitted Transaction or an Affiliate or Associate of such an Acquiring Person). Upon the delivery of a certificate from an appropriate officer of the Company Corporation which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Rights Agreement to the contrary, no supplement or amendment shall be made that decreases which changes the Redemption Price, the Final Expiration Date or, except as contemplated herein, the number of one one-hundredths of a share of Series R Preferred Stock for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

Supplements and Amendments. Except as provided in At any time prior to the Distribution Date and subject to the last sentence of this Section 27, at any time when the Rights are then redeemable, the Company may in by action of its sole and absolute discretion Board of Directors, and the Rights Agent shall, shall if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Certificate of Designations) in any respect manner without the approval of any holders holder of Rights or holders of Common Stockthe Rights. At any time when From and after the Rights are not redeemable, except as provided in the last sentence of this Section 27Distribution Date and subject to applicable law, the Company may by action of its Board of Directors, and the Rights Agent shall, shall if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) ambiguity or to correct or supplement any provision contained herein that in this Agreement which may be defective or inconsistent with any other provisions herein, provision of this Agreement or (iiiii) to shorten make any other provisions in regard to matters or lengthen any time period questions arising hereunder or (iv) to change or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable; PROVIDED that no such amendment or supplement desirable and which shall materially not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or an any Affiliate or Associate of an Acquiring Person); . Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and FURTHER PROVIDED that void unless such supplement or amendment could have been adopted under the prior sentence from and after the Distribution Date. Without limiting the foregoing, the Company may at any time prior to the Distribution Date amend this Agreement may to lower the thresholds set forth in the definition of Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be supplemented or amended pursuant to this sentence to lengthen (A) a time period relating to when the Rights may be redeemed or (B) beneficially owned by any other time period unless the lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights Person (other than the Company, any Acquiring Person Subsidiary of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) and its Affiliates and Associates)(ii) 10 percent. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, howeverHOWEVER, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that which affects the Rights Agent's its own rights, duties or immunities under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration Date. Notwithstanding anything to the contrary contained in this Agreement, any supplement or amendment may be made after the time that any Person becomes an Acquiring Person only if at the time of the action of the Board of Directors of the Company approving such supplement or amendment there are then in office not less than a majority of directors who are Continuing Directors and such supplement or amendment is approved by a majority of the Continuing Directors then in office. Further, notwithstanding anything in this Agreement to the contrary, no supplement or amendment that changes the rights and duties of the Rights Agent shall be made that decreases effective without the Redemption Pricewritten consent of the Rights Agent.

Supplements and Amendments. Except as provided in the last sentence of this Section 27, at any time when Prior to the Rights are then redeemableDistribution Date, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders certificates representing shares of Common Stock. At For any time when holder, and after the Rights are not redeemable, except as provided in the last sentence of this Section 27Distribution Date, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder or (iv) to change or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable; PROVIDED , provided that no such amendment or supplement shall materially be made which (x) changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of one one-hundredths of a share of Preferred Stock for which a Right is exercisable or (y) adversely affect affects the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); and FURTHER PROVIDED provided, however, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence to lengthen sentence, (A) a time period relating to when the Rights may be redeemed (x) at such time as the Rights are not then redeemable, or (y) without the approval of a majority of the Continuing Directors, or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates)Rights. Upon the delivery of a certificate from an appropriate officer of the Company or, so long as there is an Acquiring Person hereunder, from a majority of the Continuing Directors, which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that . Prior to the Rights Agent mayDistribution Date, but shall not be obligated to, enter into any such supplement or amendment that affects the interests of the holders of Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases deemed coincident with the Redemption Priceinterests of the holders of Common Stock.

Supplements and Amendments. Except as provided in Prior to the last sentence of this Section 27, at any time when the Rights are then redeemableDistribution Date, the Company may supplement or amend this Agreement in any respect, without the approval of any holders of Rights, by action of its sole and absolute discretion Board of Directors, upon approval by a majority of the Continuing Directors, and the Rights Agent shall, if the Company so directs, execute such supplement or amend any provision of this Agreement in any respect without amendment. From and after the approval of any holders of Rights or holders of Common Stock. At any time when the Rights are not redeemable, except as provided in the last sentence of this Section 27Distribution Date, the Company may and the Rights Agent shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Rights Rights, by action of its Board of Directors, upon approval by a majority of the Continuing Directors, in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder or (iv) to change or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable; PROVIDED that no such amendment or supplement desirable and which shall materially not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), including, without limitation, to change the Purchase Price, the Redemption Price, any time periods herein specified, and any other term hereof, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; PROVIDED, HOWEVER, that from and FURTHER PROVIDED that after such time as any Person becomes an Acquiring Person, this Agreement may shall not be supplemented or amended pursuant to this sentence to lengthen (A) a time period relating to when in any manner which would adversely affect the Rights may be redeemed or (B) any other time period unless the lengthening interests of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates)Rights. Upon the delivery receipt of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance consistent with the terms of this Section 2727 and, after such time as any Person has become an Acquiring Person, that the proposed supplement or amendment does not adversely affect the interests of the holders of Rights, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall by the Company that changes the rights and duties of the Rights Agent under this Agreement will be made that decreases effective against the Redemption PriceRights Agent without the execution of such supplement or amendment by the Rights Agent.

Supplements and Amendments. Except as provided in Prior to the last sentence of this Section 27, at any time when the Rights are then redeemableDistribution Date, the Company may in its sole and absolute discretion Corporation and the Rights Agent shall, if the Company Corporation so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of certificates representing Common StockShares. At any time when From and after the Rights are not redeemable, except as provided in the last sentence of this Section 27Distribution Date, the Company may Corporation and the Rights Agent shall, if the Company Corporation so directs, supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder or (iv) to change or supplement the provisions hereunder in any manner that which the Company Corporation may deem necessary or desirable; PROVIDED that no such amendment or supplement desirable and which shall materially not adversely affect the interests of the holders of Rights Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); and FURTHER PROVIDED PROVIDED, HOWEVER, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence to lengthen sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates)Rights. Upon the delivery of a certificate from an appropriate officer of the Company Corporation which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, provided that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects does not adversely affect the rights or obligations of the Rights Agent's own rights, duties Agent under Section 18 or immunities under Section 20 of this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares. Notwithstanding anything contained in this Rights Agreement to the contrary, in the event that a majority of the Board of Directors of the Corporation consists of (i) persons elected at a meeting or by written consent of stockholders who were not nominated by the Board of Directors in office immediately prior to such meeting or written consent, and/or (ii) successors of such persons elected to the Board of Directors for the purpose of either facilitating a Transaction with a Transaction Person or circumventing directly or indirectly the provisions of this Section 27, then (I) for a period of 365 days following the effectiveness of such action, this Rights Agreement shall not be amended or supplemented in any manner reasonably likely to have the purpose or effect of facilitating a Transaction with a Transaction Person and (II) no supplement amendments or amendment shall supplements may be made that decreases following such 365-day period if (x) such amendment or supplement is reasonably likely to have the Redemption Pricepurpose of facilitating a Transaction with a Transaction Person and (y) during such 365-day period, the Crporation enters into any agreement, arrangement or understanding with any Transaction Person which is reasonably likely to have the purpose or effect of facilitating a Transaction with any Transaction Person.

Supplements and Amendments. Except as provided in the last sentence of this Section 27, at any time when Prior to the Rights are then redeemableDistribution Date, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders certificates representing shares of Common Stock. At For any time when holder, and after the Rights are not redeemable, except as provided in the last sentence of this Section 27Distribution Date, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder or (iv) to change or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable; PROVIDED , provided that no such amendment or supplement shall materially be made which (x) changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of one one-hundredths of a share of Preferred Stock for which a Right is exercisable or (y) adversely affect affects the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); and FURTHER PROVIDED provided, however, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence to lengthen sentence, (A) a time period relating to when the Rights may be redeemed (x) at such time as the Rights are not then redeemable, or (y) without the approval of a majority of the Continuing Directors, or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates)Rights. Upon the delivery of a certificate from an appropriate officer of the Company or, so long as there is an Acquiring Person hereunder, from a majority of the Continuing Directors, which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that . Prior to the Rights Agent mayDistribution Date, but the interests of the holders of Rights shall not be obligated todeemed coincident with the interests of the holders of Common Stock. Notwithstanding any other provision hereof, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties consent must be obtained regarding any amendment or immunities under supplement pursuant to this Agreement. Notwithstanding anything contained in this Agreement to Section 27 which materially adversely alters the contrary, no supplement Rights Agent's rights or amendment shall be made that decreases the Redemption Priceduties.

Supplements and Amendments. Except as provided in Prior to the last Distribution Date and subject to the penultimate sentence of this Section 27, at any time when the Rights are then redeemable26, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders certificates representing shares of Common Stock, including, without limitation, any supplement or amendment deemed necessary or appropriate by the Company in light of any judicial or other legal developments, whether or not controlling precedent in respect of this Agreement. At any time when From and after the Rights are not redeemable, except as provided in Distribution Date and subject to the last penultimate sentence of this Section 2726, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder (which lengthening or shortening, shall be effective only if approved by the affirmative vote of a majority of the members of the Board of Directors), or (iv) to change or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable; PROVIDED that no such amendment or supplement desirable and which shall materially not adversely affect the interests of the holders of Rights Certificates (other than an a Acquiring Person or an Affiliate or Associate of an any Acquiring Person); and FURTHER PROVIDED that provided, however, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence to lengthen sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights Rights. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Section 1(a) and 3(a) hereof from 15% to any percentage greater than the greater of (i) the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Acquiring Person wholly-owned Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), and its Affiliates and Associates)(ii) 10%. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that amendment and shall be fully protected by Section 18 in so doing. Nothing herein shall require the Rights Agent may, but shall not be obligated to, enter into to execute any such supplement or amendment that which adversely affects the rights and protections afforded to the Rights Agent's own rightsAgent under Sections 18, duties or immunities under this Agreement19 and 20 hereof. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases which changes the Redemption Price, the Purchase Price or the number of one one-hundredths of a share of Preferred Stock for which a Right is exercisable or which changes the Final Expiration Date to a date earlier than November 7, 2006. Prior to the Distribution Date, the interest of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

Supplements and Amendments. Except as provided in Prior to the Distribution Date and subject to the next to last sentence of this Section 27, at any time when the Rights are then redeemable, the Company may in may, by resolution of its sole and absolute discretion and Board of Directors an the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of certificates representing Common Stock. At any time when From and after the Rights are not redeemable, except as provided in Distribution Date and subject to the next to last sentence of this Section 2726, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder or (iv) to change or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable; PROVIDED that no such amendment or supplement desirable and which shall materially not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), or (iv) to shorten or lengthen any time period hereunder; and FURTHER PROVIDED that provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iv) of this sentence to lengthen sentence, (A) a time period relating relative to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates)Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases which changes the Redemption Price, the Final Expiration Date, the Purchase Price, or the number of Preferred Stock Fractions for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

Supplements and Amendments. Except as provided in the last sentence of this Section 27, at any time when the Rights are then redeemable, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of Common Stock; provided, however, that prior to the Split-Off, no amendment to this Agreement may be made without the prior written consent of GM. At any time when the Rights are not redeemable, except as provided in the last sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder or (iv) to change or supplement the provisions hereunder in any manner that the Company may deem necessary or desirable; PROVIDED provided that no such amendment or supplement shall materially adversely affect the interests of the holders of Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); and FURTHER PROVIDED further provided that this Agreement may not be supplemented or amended pursuant to this sentence to lengthen (A) a time period relating to when the Rights may be redeemed or (B) any other time period unless the lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDEDprovided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases the Redemption Price.

Supplements and Amendments. Except as provided in Prior to the last sentence occurrence of this Section 27, at any time when the Rights are then redeemablea Triggering Event, the Company may supplement or amend this Agreement in its sole and absolute discretion any respect without the approval of any holders of Rights, and the Rights Agent shall, if the Company so directs, execute such supplement or amend any provision amendment. From and after the occurrence of this Agreement in any respect without the approval of any holders of Rights or holders of Common Stock. At any time when the Rights are not redeemable, except as provided in the last sentence of this Section 27a Triggering Event, the Company may and the Rights Agent shall, if the Company so directs, may from time to time supplement or amend this Agreement without the approval of any holders of Rights in order to (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder (which shortening or lengthening shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors) or (iv) to change or supplement the provisions hereunder in any manner that the Company may deem necessary or desirable; PROVIDED desirable and that no such amendment or supplement shall materially not adversely affect the interests of the holders of Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); and FURTHER PROVIDED that PROVIDED, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence to lengthen sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates)Rights. Upon the delivery of a certificate from an appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 2723, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement Prior to the contraryDistribution Date, no supplement or amendment the interests of the holders of Rights shall be made that decreases deemed coincident with the Redemption Priceinterests of the holders of Common Shares.

Supplements and Amendments. Except as provided in Prior to -------------------------- the last sentence of this Section 27, at any time when Distribution Date and subject to the Rights are then redeemable, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of Common Stock. At any time when the Rights are not redeemable, except as provided in the last penultimate sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after the Distribution Date and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions provision herein, (iii) to shorten or lengthen any time period hereunder hereunder, or (iv) to change or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable; PROVIDED that no such amendment or supplement desirable and which shall materially not adversely affect the interests of the holders of Rights Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that from and FURTHER PROVIDED that after the Distribution Date this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence to lengthen sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates)Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases which reduces the then effective Redemption PricePrice or moves to an earlier date the then effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares.

Supplements and Amendments. Except as provided in Prior to the last sentence of this Section 27, at any time when the Rights are then redeemable, the Company may in its sole and absolute discretion and the Rights Agent shallDistribution Date, if the Company so directs, the Company and the Rights Agent shall supplement or amend any provision of this Agreement in any respect manner which the Company may deem desirable without the approval of any holders of Rights or holders certificates representing Common Shares. From and after the Distribution Date, if the Company, upon approval by a majority of Common Stock. At any time when the Rights are not redeemablemembers of the Board of Directors, except as provided in the last sentence of this Section 27so directs, the Company may and the Rights Agent shall, if the Company so directs, shall supplement or amend 26 this Agreement without the approval of any holders of Rights or Certificates representing Common Shares in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder hereunder, or (iv) to change or supplement the provisions hereunder in any manner that which the Company Company, upon such approval, may deem necessary desirable, including without limitation the addition of other events requiring adjustment to the Rights under Sections 11 or desirable; PROVIDED that no such 13 or procedures relating to the redemption of the Rights, which change, amendment or supplement shall materially not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring any such Person); and FURTHER PROVIDED provided, however, that this Agreement may not be supplemented or amended pursuant to this sentence to lengthen lengthen, pursuant to clause (Aiii) a time period relating to when the Rights may be redeemed or (B) of this sentence, any other time period unless the such lengthening of such other time period is specifically contemplated hereby or is for the purpose of protecting, enhancing or clarifying the rights of, and/or or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates)Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; PROVIDEDprovided, however, that the failure or refusal of the Rights Agent may, but shall not be obligated to, enter into any to execute such supplement or amendment that affects shall not affect the Rights Agent's own rights, duties validity or immunities under this Agreementeffective date of any supplement or amendment adopted by the Company. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that which decreases the stated Redemption PricePrice or the period of time remaining until the Final Expiration Date.

Supplements and Amendments. Except as provided in the last sentence of this Section 27, at any time when the Rights are then redeemable, the The Company may in its sole and absolute discretion and the Rights Warrant Agent shallmay from time to time supplement, if the Company so directsamend, supplement waive or amend any provision of otherwise modify this Agreement in any respect (a) without the approval of any holders Holders to implement any changes required in order for the Company to comply with the limitations imposed by the Xxxxx Act or other applicable law on ownership and control of Rights or holders the capital stock of Common Stock. At the Company by Non-U.S. Citizens (provided that to the extent the Company makes any time when the Rights are not redeemable, except as provided in the last sentence of changes pursuant to this Section 27clause (a), the Company may shall make only such changes which a reasonable person in the position of the Company, acting in good faith, would determine are necessary in order to implement such written requirements, always keeping in mind the intent and purposes of this Agreement and the Rights Agent shallWarrants issued pursuant thereto by the Persons party hereto as of the date hereof), if or (b) with the Company so directs, supplement or amend this Agreement without the approval prior written consent of any holders of Rights in order (i) (A) Holders that hold Warrants representing at least seventy-five percent (75%) of the principal amount of the Demand Notes issuable pursuant to cure any ambiguityall outstanding Warrants and (B) Holders (as defined in the Xxxxx Act Warrant Agreement) that hold Xxxxx Act Common Stock Warrants representing at least seventy-five percent (75%) of the outstanding Xxxxx Act Common Stock Warrants, which must include each of Ares, Whitebox and Highbridge, but only for so long as such Person (together with its respective Affiliates that hold Xxxxx Act Common Stock Warrants) holds at least fifty percent (50%) of the Xxxxx Act Common Stock Warrants issued to such Person (together with its respective Affiliates) on the date hereof and (ii) to correct or supplement if any provision contained herein that may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder or (iv) to change or supplement the provisions hereunder in any manner that the Company may deem necessary or desirable; PROVIDED that no such amendment or supplement is disproportionately and materially adverse to any Holder(s) (each, an “Affected Holder”), Affected Holders that hold Warrants representing a majority of the principal amount of the Demand Notes issuable pursuant to all outstanding Warrants held by the Affected Holders; provided, that the Warrant Agent shall materially not be required to execute any amendment, supplement, waiver or other modification to this Agreement that the Warrant Agent has determined would adversely affect its own rights, duties, obligations or immunities under this Agreement. As a condition precedent to the interests Warrant Agent’s execution of the holders of Rights (any amendment, supplement, waiver or other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); and FURTHER PROVIDED that this Agreement may not be supplemented or amended pursuant modification to this sentence to lengthen (A) a time period relating to when the Rights may be redeemed or (B) any other time period unless the lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits toAgreement, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates). Upon Company shall deliver to the delivery of Warrant Agent a certificate from an appropriate officer of the Company which Appropriate Officer that states that the proposed supplement amendment, supplement, waiver or amendment other modification is in compliance with the terms of this Section 2716. No supplement, the Rights Agent shall execute such supplement modification, amendment or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in waiver to this Agreement to the contrary, no supplement or amendment shall be made that decreases effective unless duly executed by the Redemption PriceWarrant Agent. Upon execution and delivery of any supplement, amendment, waiver or other modification pursuant to this Section 16, such amendment, supplement, waiver or other modification shall be considered a part of this Agreement for all purposes and every Holder of a Warrant Certificate theretofore or thereafter countersigned and delivered hereunder shall be bound thereby.

Supplements and Amendments. Except as provided Notwithstanding anything contained in this Agreement to the last contrary, this Agreement may be amended in any respect or terminated in its entirety by the Company at any time prior to the Rights Dividend Declaration Date by action of the Board of Directors of the Company with the concurrence of at least a majority of the Continuing Directors in office at the time. After the Rights Dividend Declaration Date and prior to the Distribution Date, subject to the penultimate sentence of this Section 27, at any time when the Rights are then redeemable26, the Company may in its sole and absolute discretion may, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of certificates representing Common StockShares. At any time when From and after the Rights are not redeemable, except as provided in Distribution Date and subject to the last penultimate sentence of this Section 2726, the Company may may, and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder (which lengthening or shortening, following the first occurrence of an event set forth in clauses (i) and (ii) of the first proviso to Section 23(a) hereof, shall require the concurrence of at least a majority of such Continuing Directors in office at the time), or (iv) to change or supplement the provisions hereunder in any manner that the Company may deem necessary or desirable; PROVIDED desirable and that no such amendment or supplement shall materially not adversely affect the interests of the holders of Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person)Certificates; and FURTHER PROVIDED that provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence to lengthen sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates)Rights. Upon the delivery of a certificate from an appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that . Subject to the Rights Agent mayfirst sentence of this Section 26, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding otherwise notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases (i) changes the Redemption Price or the number of Preferred Share Fractions for which a Right is exercisable, (ii) reduces the Purchase Price, or (iii) shortens the Stated Expiration Date. Prior to the Distribution Date, the interests of the beneficial owners of Rights shall be deemed coincident with the interests of the holders of Common Shares.

Supplements and Amendments. Except as provided in the last penultimate sentence of this Section 27, at any time when for so long as the Rights are then redeemable, the Company may may, in its sole and absolute discretion discretion, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of Common Stockthe Rights. At any time when the Rights are not no longer redeemable, except as provided in the last penultimate sentence of this Section 27, the Company may may, and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder hereunder, or (iv) to change or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable; , PROVIDED that no such supplement or amendment or supplement shall materially adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); and FURTHER PROVIDED FURTHER, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence to lengthen sentence, (A) a time period relating to when the Rights may be redeemed redeemed, or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates)Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases which changes the Redemption PricePrice or the Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

Supplements and Amendments. Except as provided in the last penultimate sentence of this Section 27, at any time when for so long as the Rights are then redeemable, the Company may may, in its sole and absolute discretion discretion, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval approv- al of any holders of Rights or holders of Common Stockthe Rights. At any time when the Rights are not no longer redeemable, except as provided in the last penultimate sentence of this Section 27, the Company may may, and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder hereunder, or (iv) to change or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable; PROVIDED , provided that no such supplement or amendment or supplement shall materially adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); and FURTHER PROVIDED provided further, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence to lengthen sentence, (A) a time period relating to when the Rights may be redeemed redeemed, or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates)Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, (i) no supplement or amendment shall be made that decreases which changes the Redemption PricePrice or the Final Expiration Date, and (ii) from and after the time that any Person shall become an Acquiring Person (other than pursuant to a Permitted Offer), but prior to the expiration of the right of redemption set forth in Section 23(a), this Agreement may be amended or supplemented only if at such time there are not less than two Continuing Directors and such amendment or supplement is approved by a majority of Continuing Directors in office. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

Supplements and Amendments. Except as provided in the last sentence of this Section 27, at any time when the Rights are then redeemable, the The Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of Common Stock. At any from time when the Rights are not redeemable, except as provided in the last sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, to time supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) or to shorten or lengthen make any time period hereunder or (iv) other provisions with respect to change or supplement the provisions hereunder in any manner that Rights which the Company may deem necessary or desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; PROVIDED that no PROVIDED, HOWEVER, that, from and after such amendment or supplement time as any Person becomes an Acquiring Person, this Agreement shall materially not be amended in any manner which would adversely affect the interests of the holders of Rights Rights. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Section 1(a) and 3(a) hereof to not less than 10% (the "Reduced Threshold"); PROVIDED, HOWEVER, that no Person who beneficially owns a number of Common Shares equal to or greater than the Reduced Threshold shall become an Acquiring Person unless such Person shall, after the public announcement of the Reduced Threshold, increase its beneficial ownership of the then outstanding Common Shares (other than as a result of an Acquiring acquisition of Common Shares by the Company) to an amount equal to or greater than the greater of (x) the Reduced Threshold or (y) the sum of (i) the lowest beneficial ownership of such Person as a percentage of the outstanding Common Shares as of any date on or an Affiliate after the date of the public announcement of such Reduced Threshold plus (ii) .001%. Prior to the time DoCoMo or Associate any of its Standstill Affiliates becomes an Acquiring Person); and FURTHER PROVIDED that , the Company shall not adopt any amendment or supplement to this Agreement may not be supplemented that would have the effect of causing DoCoMo or amended pursuant any of its Standstill Affiliates to this sentence be, without any action on the part of DoCoMo or such Standstill Affiliate, an Acquiring Person. Subject to lengthen (A) a time period relating to when the Rights may be redeemed or (B) any other time period unless the lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27preceding sentence, the Rights Agent shall execute such any amendment or supplement or amendmentpresented to it by the Company for execution; PROVIDED, however, provided that the Rights Agent may, but shall not be obligated to, to enter into any such supplement or amendment that affects alters, other than immaterially, the Rights Agent's own rights, duties duties, obligations or immunities under this Agreement. Notwithstanding anything contained in this Agreement to and the contrary, no supplement Rights Agent shall not be bound by such supplements or amendment shall be made that decreases the Redemption Priceamendments not signed by it.

Supplements and Amendments. Except as provided in Prior to the last sentence of this Section 27, at any time when the Rights are then redeemableDistribution Date, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders certificates representing shares of Common StockStock or Rights. At any time when From and after the Rights are not redeemable, except as provided in Distribution Date and subject to the last penultimate sentence of this Section 2726, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder hereunder, or (iv) to change or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable; PROVIDED that no such amendment or supplement desirable and which shall materially not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person, an Adverse Person or an Affiliate or Associate of an Acquiring any such Person); PROVIDED, that, from and FURTHER PROVIDED that after the Distribution Date, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence to lengthen sentence, (A) a time period relating to when the Rights may be redeemed if at that time the Rights are not then redeemable, or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates)Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, from and after the Distribution Date no supplement or amendment shall be made that decreases which changes the Redemption Price, the Final Expiration Date, the Purchase Price (except as provided in Section 11(a)(iii) or 11(a)(iv) hereof) or the number of shares of Common Stock for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

Supplements and Amendments. Except as provided in Prior to the last Distribution Date and subject to the penultimate sentence of this Section 27, at any time when the Rights are then redeemable, the Company may in its sole and absolute discretion may, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders certificates representing shares of Common Stock. At any time when From and after the Rights are not redeemable, except as provided in Distribution Date and subject to the last penultimate sentence of this Section 27, the Company may may, and the Rights Agent shallshall at any time and from time to time, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder or (iv) to change or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable; PROVIDED that no such amendment or supplement desirable and which shall materially not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring any such Person); and FURTHER PROVIDED PROVIDED, HOWEVER, that this Agreement may not be supplemented or amended pursuant to this sentence to lengthen (A) to lengthen a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) to lengthen any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any an Acquiring Person and its Affiliates and Associatesor an Affiliate or Associate of any such Person). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases which changes the Redemption Price, the Final Expiration Date, the number of one-one hundredths of a share of Preferred Stock for which a Right is exercisable or the Purchase Price; PROVIDED, HOWEVER, that at any time prior to the Distribution Date, the Company may amend this Agreement to increase the Purchase Price. In addition, no supplement or amendment that changes or increases the rights, duties and obligations of the Rights Agent under this Agreement shall be effective without the consent of the Rights Agent. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of shares of Common Stock.

Supplements and Amendments. Except as provided in Subject to the last sentence of this Section 27, at any time when the Rights are then redeemable, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of Common Stock. At any time when the Rights are not redeemable, except as provided in the last ultimate sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (ia) to cure any ambiguity, (iib) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iiic) to shorten or lengthen any time period hereunder hereunder, (d) increase or decrease the Purchase Price, or (ive) to change or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable; PROVIDED that no such amendment or supplement desirable which shall materially not adversely affect the interests of the holders of Rights Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, however, that from and FURTHER PROVIDED after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended in any manner which would adversely affect the interests of the holders of Rights; provided further that this Agreement may not be supplemented or amended to lengthen pursuant to clause (c) of this sentence to lengthen sentence, (A) a the time period relating to the when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of the Rights; provided further that the Company shall have the right to make any changes unilaterally necessary to facilitate the appointment of a successor Rights Agent, which such changes shall be set forth in a writing by the Company or by the Company and such successor Rights Agent. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than the greater of (i) any percentage greater than the largest percentage of the Voting Power of the Company then known by the Company to be beneficially owned by any Person (other than the Company, any Acquiring Subsidiary of the Company, or any employee benefit plan or compensation arrangement of the Company or any Subsidiary of the Company, and any entity holding securities of the Company to the extent organized, appointed or established by the Company or any such Subsidiary for or pursuant to the terms of any such employee benefit plan or compensation arrangement) together with all Affiliates or Associates of such Person and its Affiliates and Associates)(ii) 10%. Upon the delivery of a certificate from an appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases which changes the Redemption Purchase Price, the Expiration Date or the number of shares of Preferred Stock for which a Right is exercisable without the prior approval of a majority of the Independent Directors.

Supplements and Amendments. Except as provided in Prior to the last Distribution Date and subject to the penultimate sentence of this Section 27, at any time when the Rights are then redeemable, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of certificates representing Common StockShares. At any time when From and after the Rights are not redeemable, except as provided in Distribution Date and subject to the last penultimate sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder hereunder, or (iv) to change or supplement the provisions hereunder in any manner that the Company may deem necessary or desirable; PROVIDED desirable and that no such amendment or supplement shall materially not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring any such Person); and FURTHER PROVIDED that provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence to lengthen sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any an Acquiring Person and its Affiliates and Associatesor an Affiliate or Associate of any such Person). Upon the delivery of a certificate from an appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, and if requested by the Rights Agent, an opinion of counsel, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, (i) no supplement or amendment shall be made that decreases changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of Preferred Share Fractions for which a Right is exercisable unless any such change is made in connection with an amendment to extend the term of this Agreement by an additional five years, (ii) any supplement or amendment shall require the concurrence of a majority of the Board of Directors if: (x) such supplement or amendment occurs on or after the time a Person becomes an Acquiring Person, or (y) such supplement or amendment occurs on or after the date of a change (resulting from a proxy or consent solicitation) in a majority of the directors in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a majority of the Board of Directors of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action that would result in such Person becoming an Acquiring Person or that would cause the occurrence of a Triggering Event unless, concurrent with such solicitation, such Person (or one or more of its Affiliates or Associates) is making a cash tender offer pursuant to a Schedule 14D-1 (or any successor form) filed with the Securities and Exchange Commission for all outstanding Common Shares not beneficially owned by such Person (or by its Affiliates or Associates), and (iii) no supplement or amendment that changes or increases the obligations and duties of the Rights Agent under this Agreement shall be effective without the consent of the Rights Agent. Prior to the Distribution Date, the interests of the beneficial owners of Rights shall be deemed coincident with the interests of the holders of Common Shares.

Supplements and Amendments. Except as provided in the last sentence of this Section SECTION 27, at any time when the Rights are then redeemable, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of Common Stock. At any time when the Rights are not redeemable, except as provided in the last sentence of this Section SECTION 27, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder or (iv) to change or supplement the provisions hereunder in any manner that the Company may deem necessary or desirable; PROVIDED provided that no such amendment or supplement shall materially adversely affect the interests of the holders of Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); and FURTHER PROVIDED further provided that this Agreement may not be supplemented or amended pursuant to this sentence to lengthen (A) a time period relating to when the Rights may be redeemed or (B) any other time period unless the lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section SECTION 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, howeverHOWEVER, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases the Redemption Price.

Supplements and Amendments. Except as provided in Prior to the Distribution Date, but subject to the last sentence of this Section 27, at any time when the Rights are then redeemableSection, the Company may in its sole and absolute discretion and the Rights Agent shallAgent, if so directed in writing by the Company so directs, may supplement or amend any term, provision or condition of this Agreement in any respect Agreement, without the approval of any the registered holders of Rights or holders of the stock certificates representing the Common StockStock and the Rights. At any time when From and after the Rights are not redeemableDistribution Date, except as provided in but subject to the last sentence of this Section 27Section, the Company may and the Rights Agent shallAgent, if so directed in writing by the Company so directs, may supplement or amend this Agreement Agreement, without the approval of any the registered holders of the Rights (however represented), in order to: (i) to cure any ambiguity, ; (ii) to correct or supplement any term, provision contained herein that or condition of this Agreement which may be defective or inconsistent with any other provisions hereinterm, provision or condition hereof; (iii) to shorten or lengthen any time period hereunder specified herein (except that after the first occurrence of an event described in either clause (A) or (B) in the first sentence of Section 5.1(a), there must be Disinterested Directors then in office and any such shortening or lengthening shall require the concurrence of at least a majority of such Disinterested Directors); or (iv) to change or supplement one or more of the terms, provisions hereunder or conditions hereof, other than as described in (iii) above, in any manner that which the Company may deem necessary or desirable; PROVIDED that no such amendment or supplement desirable and which shall not materially adversely affect affect, as determined by the Board (with the concurrence of at least a majority of the Disinterested Directors), the interests of the holders of Rights (other than an Acquiring a Restricted Person or an Affiliate or Associate the transferees thereof specified in Section 2.5(c)) of an Acquiring Personthe Rights (however represented); and FURTHER PROVIDED provided, however, that this Agreement may not be supplemented or amended pursuant to clause (iii) of this sentence to lengthen (A) a time period relating to when the Rights may be redeemed or (B) lengthen any other time period unless (I) approved by at least a majority of the Disinterested Directors, and (II) such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than a Restricted Person or the transferees thereof specified in Section 2.5(c)) of the Rights, or (B) to lengthen any Acquiring Person and its Affiliates and Associates)time period relating to when the Rights may be redeemed if at such time the Rights are not then redeemable. Upon the delivery of a certificate from an appropriate officer of the Company which states stating that the proposed supplement or amendment is in compliance with the terms of this Section 27Section, the Rights Agent shall execute such supplement or amendment; PROVIDEDprovided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement required to the contrary, no supplement or amendment shall be made that decreases the Redemption Price.execute any

Supplements and Amendments. Except as provided in Prior to the last Distribution Date -------------------------- and subject to the penultimate sentence of this Section 27, at any time when the Rights are then redeemable28, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of certificates representing Common StockShares. At any time when From and after the Rights are not redeemable, except as provided in Distribution Date and subject to the last penultimate sentence of this Section 2728, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder (which lengthening or shortening, following the first occurrence of an event set forth in clauses (i) or (ii) of the proviso to Section 24(b) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of at least two-thirds of such Continuing Directors), or (iv) to change or supplement the provisions hereunder in any manner that the Company may deem necessary or desirable; PROVIDED desirable and that no such amendment or supplement shall materially not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an any Affiliate or Associate of an Acquiring Person); and FURTHER PROVIDED that provided, this Agreement may not be -------- supplemented or amended to lengthen, pursuant to clause (iii) of this sentence to lengthen sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any an Acquiring Person and its Affiliates and Associatesor any Affiliate or Associate of an Acquiring Person). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2728, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, amendment unless the Right Agent shall have determined in good faith that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities would adversely affect its interests under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of ten-thousandths of a Preferred Share for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares.

Supplements and Amendments. Except as provided in Prior to the last Distribution Date and subject to the penultimate sentence of this Section 27, at any time when the Rights are then redeemable, the Company may in its sole and absolute discretion may, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders certificates representing shares of Common Stock. At any time when From and after the Rights are not redeemable, except as provided in Distribution Date and subject to the last penultimate sentence of this Section 27, the Company may may, and the Rights Agent shallshall at any time and from time to time, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder or (iv) to change or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable; PROVIDED that no such amendment or supplement desirable and which shall materially not adversely affect the interests of the Rights Agent or the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring any such Person); and FURTHER PROVIDED provided, however, that this Agreement may not be supplemented or amended pursuant to this sentence to lengthen (A) to lengthen a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) to lengthen any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any an Acquiring Person and its Affiliates and Associatesor an Affiliate or Associate of any such Person). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases which changes the Redemption Price, the Final Expiration Date, the number of one one-thousandths of a share of Preferred Stock for which a Right is exercisable or the Purchase Price; provided, however, that at any time prior to the Distribution Date, the Company may amend this Agreement to increase the Purchase Price. In addition, no supplement or amendment that changes or increases the rights, duties and obligations of the Rights Agent under this Agreement shall be effective without the consent of the Rights Agent. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of shares of Common Stock.

Supplements and Amendments. Except as provided in Prior to the last Shares Acquisition Date and subject to the penultimate sentence of this Section 27, at any time when the Rights are then redeemable, the Company may may, by resolution of its Board of Directors (which resolution shall be effective only with the concurrence of a majority of the Continuing Directors), in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of certificates representing the Common StockShares. At any time when From and after the Rights are not redeemable, except as provided in Shares Acquisition Date and subject to the last penultimate sentence of this Section 27, the Company may may, by resolution of its Board of Directors (which resolution shall be effective only with the concurrence of a majority of the Continuing Directors), and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder or (iv) to change or supplement the provisions hereunder in any manner that the Company may deem necessary or desirable; PROVIDED desirable and that no such amendment or supplement shall not materially adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring PersonPerson or a transferee of any of such Persons); and FURTHER PROVIDED provided, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence to lengthen sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and AssociatesAssociates or a transferee of any of such Persons). Upon the delivery of a certificate from an appropriate of officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDEDprovided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases the Redemption Price, shortens the Final Expiration Date, increases the initial Purchase Price or decreases the number of one-one-hundredths of a Preferred Share for which a Right is initially exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as provided in Prior to the last sentence of this Section 27, at any time when the Rights are then redeemableDistribution Date, the Company may in its sole and absolute discretion may, and the Rights Agent shall, if the Company so directs, from time to time supplement or amend any provision of this Agreement in any respect as the Company may deem necessary or desirable without the approval of any holders of Rights or holders of the Common Stock. At any time when Without limiting the Rights are not redeemable, except as provided in the last sentence of this Section 27foregoing, the Company may may, at any time prior to such time as any Person becomes an Acquiring Person, amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof to not less than the greater of (a) the sum of .001% and the largest percentage of the outstanding shares of Common Stock then known by the Company to be beneficially owned by any Person (other than any Person that, on the date hereof, beneficially owns 15% or more of the shares of Common Stock of the Company outstanding as of the date hereof and other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding shares of Common Stock for or pursuant to the terms of any such plan) and (b) 10%. From and after the Distribution Date, the Company may, and the Rights Agent shall, if the Company so directs, from time to time supplement or amend any provision of this Agreement without the approval any holder of any holders of Rights Right Certificates in order (ia) to cure any ambiguity, (iib) to correct or supplement any provision contained herein that which may be defective or inconsistent with any of other provisions herein, (iiic) to shorten or lengthen any time period hereunder hereunder, or (ivd) to change or supplement the provisions hereunder in any manner that which the Company may deem necessary or desirable; PROVIDED that no such amendment or supplement desirable and which shall materially not adversely affect the interests of the holders of Rights Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); PROVIDED, HOWEVER, that from and FURTHER PROVIDED that after the Distribution Date, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (c) of this sentence to lengthen sentence, (Ai) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable or (Bii) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or and the benefits to, the holders of Rights (other than any an Acquiring Person and its Affiliates and Associates)or any Affiliate or Associate of an Acquiring Person) Prior to the Distribution Date, the interests of the holders of Rights shall be coincident with the interests of the holders of shares of Common Stock of the Company. Upon the delivery of a certificate from an appropriate officer of the Company or, so long as any Person is an Acquiring Person, from the majority of the Company's Board of Directors, which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall to this Agreement that changes the rights and duties of the Rights Agent under this Agreement will be made that decreases effective without the Redemption Priceconsent of the Rights Agent.

Supplements and Amendments. Except as provided in (a) The Corporation may make amendments to this Agreement to correct any clerical or typographical error or which are required to maintain the last sentence of this Section 27, at any time when the Rights are then redeemable, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision validity of this Agreement as a result of any change in any respect without applicable legislation, rules or regulations thereunder. The Corporation may, prior to the approval date of the shareholders' meeting referred to in Section 5.18, supplement, amend, vary, rescind or delete any holders of Rights or holders the provisions of Common Stock. At any time when the Rights are not redeemable, except as provided in the last sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights or Common Shares where the Board acting in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder or (iv) to change or supplement the provisions hereunder in any manner that the Company may deem good xxxxx xxxxx such action necessary or desirable; PROVIDED that . Notwithstanding anything in this Section 5.4 to the contrary, no such supplement or amendment shall be made to the provisions of Article 4 except with the written concurrence of the Rights Agent to such supplement or supplement shall amendment. (b) Subject to subsection 5.4(a), the Corporation may, with the prior consent of the holders of Common Shares, obtained as set forth below, at any time prior to the Separation Time, supplement, amend, vary, rescind or delete any of the provisions of this Agreement and the Rights (whether or not such action would materially adversely affect the interests of the holders of Rights generally). Such consent shall be deemed to have been given if the action requiring such approval is authorized by the affirmative vote of a majority of the votes cast by Independent Shareholders present or represented at and entitled to be voted at a meeting of the holders of Common Shares duly called and held in compliance with applicable laws and the articles and by-laws of the Corporation. (other than an Acquiring Person c) The Corporation may, with the prior consent of the holders of Rights, at any time on or an Affiliate after the Separation Time, supplement, amend, vary, rescind or Associate delete any of an Acquiring Person); and FURTHER PROVIDED that the provisions of this Agreement may not be supplemented or amended pursuant to this sentence to lengthen (A) a time period relating to when and the Rights may be redeemed (whether or (B) any other time period unless not such action would materially adversely affect the lengthening interests of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights generally), provided that no such amendment, variation or deletion shall be made to the provisions of Article 4 except with the written concurrence of the Rights Agent thereto. Such consent shall be deemed to have been given if such amendment, variation or deletion is authorized by the affirmative votes of the holders of Rights present or represented at and entitled to be voted at a meeting of the holders held in accordance with subsection 5.4(d) and representing 50% plus one of the votes cast in respect thereof. (d) Any approval of the holders of Rights shall be deemed to have been given if the action requiring such approval is authorized by the affirmative votes of the holders of Rights present or represented at and entitled to be voted at a meeting of the holders of Rights and representing a majority of the votes cast in respect thereof. For the purposes hereof, each outstanding Right (other than Rights which are void pursuant to the provisions hereof or which are Beneficially Owned by any Acquiring Person and its Affiliates and Associates). Upon the delivery of a certificate from an appropriate officer referred to in clauses (i) to (v) inclusive of the Company definition of Independent Shareholders ) shall be entitled to one vote, and the procedures for the calling, holding and conduct of the meeting shall be those, as nearly as may be, which states that are provided in the proposed supplement or Corporation's by-laws and the CBCA with respect to meetings of shareholders of the Corporation. (e) Any amendment is in compliance with made by the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent's own rights, duties or immunities under this Agreement. Notwithstanding anything contained in Corporation to this Agreement pursuant to the contrarysubsection 5.4(a), no supplement other than any amendment to correct any clerical or amendment shall be made that decreases the Redemption Price.typographical error, shall:

Supplements and Amendments. Except as provided in Prior to the last sentence occurrence of this a Section 27, at any time when the Rights are then redeemable11(a)(ii) Event, the Company may in its sole and absolute discretion and the Rights Agent shall, but subject to the other provisions of this Section 27, if the Board of Directors of the Company so directs, supplement or amend any provision of this Agreement in any respect as the Board of Directors of the Company may deem necessary or desirable without the approval of any holders of Rights or holders certificates representing shares of Common StockStock of the Company. At any time when From and after the Rights are not redeemable, except as provided in the last sentence occurrence of this a Section 2711(a)(ii) Event, the Company may and the Rights Agent shall, but subject to the other provisions of this Section 27, if the Board of Directors of the Company so directs, supplement or amend this Agreement without the approval of any holders holder of Rights Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder hereunder, or (iv) to change or supplement the provisions hereunder hereof in any manner that which the Board of Directors of the Company may deem necessary or desirable; PROVIDED that no such amendment or supplement desirable and which shall materially not adversely affect the interests of the holders of Rights Right Certificates (other than an Acquiring Person or an any Affiliate or Associate of an Acquiring Person); PROVIDED, HOWEVER, that from and FURTHER PROVIDED that after the occurrence of a Section 11(a)(ii) Event this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence to lengthen sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable or (B) any other time period unless the such lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or and the benefits to, the holders of Rights (other than any an Acquiring Person or any Affiliate or Associate of an Acquiring Person). 41 Without limiting the foregoing, the Company may at any time prior to the occurrence of a Section 11(a)(ii) Event amend this Agreement to lower the threshold set forth in Section 1(a) to not less than the greater of (i) the sum of .001% and its Affiliates the largest percentage of the outstanding Common Stock of the Company then known by the Company to be Beneficially Owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any entity holding Common Stock of the Company for or pursuant to the terms of any such plan) and Associates)(ii) 10%. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; PROVIDED, however, that and any failure of the Rights Agent may, but shall not be obligated to, enter into any to so execute such supplement or amendment that affects shall not affect the validity of the actions taken by the Board of Directors of the Company pursuant to this Section 27. Prior to the occurrence of a Section 11(a)(ii) Event, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock of the Company. Notwithstanding any other provision of this Section 27, the Rights Agent's own written consent must be obtained regarding any amendment or supplement pursuant to this Section 27 which changes or increases the Rights Agent's rights, duties duties, liabilities or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases the Redemption Priceobligations.