Common use of Consolidation, Merger or Sale Clause in Contracts

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

Consolidation, Merger or Sale. Subject to the provisions of Section 8.03, nothing contained in this Indenture or Transfer in any of Assets the Securities shall prevent any consolidation or Earning -------------------------------------------------------------- Power. (a) In the event that, following the Stock Acquisition Date, directly or ----- indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary merger of the Company with or into any other corporation or corporations (whether or not affiliated with the Company), or successive consolidations or mergers in which the Company or its successor or successors shall be a transaction which complies party or parties, or shall prevent any sale, conveyance or lease of all or substantially all the property of the Company to any other corporation (whether or not affiliated with Section 11(othe Company) hereof)authorized to acquire and operate the same; provided, however, and the Company hereby covenants and agrees, that any such consolidation, merger, sale, conveyance or lease shall not be upon the continuing conditions that (a) the corporation (if other than the Company) formed by or surviving corporation of any such consolidation or merger, (y) any Person (other than or to which such sale, conveyance or lease shall have been made, shall be a Subsidiary corporation organized under the laws of the Company in a transaction which complies with Section 11(oUnited States, any State thereof or the District of Columbia; (b) hereof) shall consolidate withthe due and punctual payment of the principal of, or merge with or intopremium, if any and interest, if any, on all the Securities and Coupons, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company, shall be expressly assumed and the conversion rights, if any, shall be provided for in accordance with Article IV, by supplemental indenture satisfactory in form to the Trustee executed and delivered to the Trustee, by the corporation (if other than the Company) formed by such consolidation, or into which the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be converted into or exchanged for stock or other securities of any other Person or cash or any other propertyhave been merged, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) (any such event being a "Section 13 Event"), then, and in each such case, proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Series B Purchase Price (in the case of a G-P Right) or the then current Series C Purchase Price (in the case of a Timber Right), such number of validly authorized and issued, fully paid and non- assessable shares of Common Stock of the Principal Party (as such term is hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1) multiplying such then current Purchase Price by the number of Units of Junior Preferred Stock for corporation which shall have acquired or leased such Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 11(a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the current market price (determined pursuant to Section 11(d) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Stock) in connection with the consummation of any such transaction as may be necessary to ensure that the provisions hereof shall thereafter be applicable to its shares of Common Stock thereafter deliverable upon the exercise of the Rightsproperty; and (vc) the provisions immediately after giving effect to such transaction, no Event of Section 11(a)(ii) hereof Default, and no event which after notice or lapse of time or both would become an Event of Default, shall have happened and be of no further effect following the first occurrence of any Section 13 Eventcontinuing.

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- PowerOR TRANSFER OF ASSETS, CASH FLOW OR EARNING POWER. (a) In the event that, following the Stock Acquisition Dateevent, directly or ----- indirectly, either at any time after a Person has become an Acquiring Person, (xa) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (yb) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) shall consolidate withwith the Company, or merge with or into, and into the Company, Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock Shares shall be converted changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (zc) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), in one or more transactions, assets assets, cash flow or earning power aggregating more than 50% or more of the assets assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) (to any such event being a "Section 13 Event")other Person other than the Company or one or more of its wholly-owned Subsidiaries, then, and in each such case, proper provision shall be made so that: that (i) each holder of a Right, Right (except as otherwise provided in Section 7(eherein) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Series B Purchase Price (in multiplied by the case number of one one-thousandths of a G-P Right) or Preferred Share for which a Right is then exercisable, in accordance with the then current Series C Purchase Price (terms of this Agreement and in the case lieu of a Timber Right)Preferred Shares, such number of validly authorized and issued, fully paid and non- assessable shares Common Shares of Common Stock of such other Person (including the Principal Party (Company as such term is hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions successor thereto or other adverse claims, as the surviving corporation) as shall be equal to the result obtained by (1A) multiplying such the then current Purchase Price by the number of Units of Junior Preferred Stock for which such Right is exercisable immediately prior to the first occurrence one one-thousandths of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units Preferred Share for which a Right would be is then exercisable hereunder but for the occurrence of such Section 11(a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product by (which, following the first occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this AgreementB) by 50% of the then current per share market price of the Common Shares of such other Person (determined pursuant to Section 11(d) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer; (ii) the issuer of such Principal Party Common Shares shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Stock) in connection with the consummation of any such transaction as may be necessary to ensure that the provisions hereof shall thereafter be applicable to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no further effect following the first occurrence of any Section 13 Event.be

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

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. (a) In -------------------------------------------------------------------- Subject to the event thatterms and conditions of this Agreement, following if after the Stock Acquisition DateSeparation Time, directly or ----- indirectly, either (xa) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (yb) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) shall consolidate withwith the Company, or merge with or into, and into the Company, Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be converted changed into or exchanged for stock or other securities of any other Person (including the Company) or cash or any other property, or (zc) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), in one or more transactions, assets or earning power aggregating fifty percent (50%) or more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) (to any such event being a "Section 13 Event")Person other than the Company or one or more of its wholly owned Subsidiaries, then, and in each such case, proper provision shall be made so that: that (i) each holder of a Right, Right (except as otherwise provided in Section 7(eherein) hereof, shall thereafter have the right to receive, upon the exercise thereof at any time prior to the Expiration Time and payment of the then current Series B Purchase Price (Exercise Price, in accordance with the case terms of a G-P Right) or the then current Series C Purchase Price (in the case of a Timber Right)this Agreement, such number of validly authorized and issued, fully paid and non- assessable nonassessable shares of common stock of such Person or of that Affiliate or Associate of such Person which has the greatest aggregate market value, determined in the same manner as the Market Price per share of Common Stock is determined pursuant to Section 1.1(l) hereof, of outstanding shares of publicly traded common stock (other than common stock held by its Affiliates, officers, directors or employee benefit plans, or Associates of the Principal Party (as such term is hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions or other adverse claims, foregoing) as shall be equal to the result obtained by (1) multiplying such dividing the then current Purchase Exercise Price by the number of Units of Junior Preferred Stock for which such Right is exercisable immediately prior to the first occurrence of a Section 13 Event fifty percent (or, if a Section 11(a)(ii50%) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 11(a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the current market price (determined pursuant to Section 11(d) hereof) Market Price per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer of a share of the common stock that the holder of a Right shall have the right to receive; (ii) the issuer of such Principal Party common stock shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Eventissuer; and (iv) such Principal Party issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Stockcommon stock) in connection with the such consummation of any such transaction as may be necessary to ensure that the provisions hereof shall thereafter be applicable applicable, as nearly as reasonably may be, in relation to its the shares of Common Stock common stock thereafter deliverable upon the exercise of the Rights. The Company shall not enter into any transaction of the kind referred to in this Section 2.12 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements that, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless such issuer shall have a sufficient number of authorized shares of its common stock that have not been issued or reserved for issuance to permit the exercise in full of the Rights in accordance with this Section 2.12 and unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement providing for the terms set forth in this Section 2.12 and further providing that, as soon as practicable after the date of any consolidation, merger or sale of assets mentioned in this Section 2.12, such issuer will (i) prepare and file a registration statement under the Securities Act with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and will use its best efforts to cause such registration statement to (A) become effective as soon as practicable after such filing and (B) remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the Expiration Time; and (vii) will deliver to holders of the Rights historical financial statements for such issuer and each of its Affiliates that comply in all respects with the requirements for registration on Form 10 under the Exchange Act. The provisions of this Section 11(a)(ii) hereof 2.12 shall be of no further effect following the first occurrence of any Section 13 Eventsimilarly apply to successive mergers or consolidations or sales or other transfers.

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

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

Consolidation, Merger or Sale. or Transfer of Assets or ------------------------------------------------------ Earning -------------------------------------------------------------- Power. (a) In the event that, following the Stock Acquisition Dateat any time after a Person becomes an ------------- Acquiring Person, directly or ----- indirectly, either (xi) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (yii) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) shall consolidate withwith the Company, or merge with or into, and into the Company, Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock Shares shall be converted changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (ziii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) (to any such event being a "Section 13 Event")other Person other than the Company or one or more of its wholly-owned Subsidiaries, then, and in each such case, proper provision shall be made so that: that (iA) each holder of a Right, Right (except as otherwise provided in Section 7(eherein) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Series B Purchase Price (in multiplied by the case number of one one-thousandths of a G-P Right) or Preferred Share for which a Right is then exercisable, in accordance with the then current Series C Purchase Price (terms of this Agreement and in the case lieu of a Timber Right)Preferred Shares, such number of validly authorized and issued, fully paid and non- assessable shares Common Shares of Common Stock of such other Person (including the Principal Party (Company as such term is hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions successor thereto or other adverse claims, as the surviving corporation) as shall be equal to the result obtained by (1x) multiplying such the then current Purchase Price by the number of Units of Junior Preferred Stock for which such Right is exercisable immediately prior to the first occurrence one one-thousandths of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units Preferred Share for which a Right would be is then exercisable hereunder but for the occurrence of such Section 11(a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product by (which, following the first occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreementy) by 50% of the then current per share market price of the Common Shares of such other Person (determined pursuant to Section 11(d) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer; (iiB) the issuer of such Principal Party Common Shares shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iiiC) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Eventissuer; and (ivD) such Principal Party issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common StockShares in accordance with Section 9 hereof) in connection with the such consummation of any such transaction as may be necessary to ensure assure that the provisions hereof shall thereafter be applicable applicable, as nearly as reasonably may be, in relation to its shares of the Common Stock Shares thereafter deliverable upon the exercise of the Rights; . The Company covenants and (v) agrees that it shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 11(a)(ii) hereof 13 shall similarly apply to successive mergers or consolidations or sales or other transfers. For purposes hereof, the "earning power" of the Company and its Subsidiaries shall be determined in good faith by the Company's Board of no further effect following Directors on the first occurrence basis of the operating earnings of each business operated by the Company and its Subsidiaries during the three fiscal years preceding the date of such determination (or, in the case of any Section 13 Eventbusiness not operated by the Company or any Subsidiary during three full fiscal years preceding such date, during the period such business was operated by the Company or any Subsidiary).

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. (a) In Subject to the event thatterms and conditions of this Agreement, following if after the Stock Acquisition DateSeparation Time, directly or ----- indirectly, either (xa) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (yb) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) shall consolidate withwith the Company, or merge with or into, and into the Company, Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be converted changed into or exchanged for stock or other securities of any other Person (including the Company) or cash or any other property, or (zc) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), in one or more transactions, assets or earning power aggregating fifty percent (50%) or more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) (to any such event being a "Section 13 Event")Person other than the Company or one or more of its wholly owned Subsidiaries, then, and in each such case, proper provision shall be made so that: that (i) each holder of a Right, Right (except as otherwise provided in Section 7(eherein) hereof, shall thereafter have the right to receive, upon the exercise thereof at any time prior to the Expiration Time and payment of the then current Series B Purchase Price (Exercise Price, in accordance with the case terms of a G-P Right) or the then current Series C Purchase Price (in the case of a Timber Right)this Agreement, such number of validly authorized and issued, fully paid and non- assessable nonassessable shares of common stock of such Person or of that Affiliate or Associate of such Person which has the greatest aggregate market value, determined in the same manner as the Market Price per share of Common Stock is determined pursuant to Section 1.1(m) hereof, of outstanding shares of publicly traded common stock (other than common stock held by its Affiliates, officers, directors or employee benefit plans, or Associates of the Principal Party (as such term is hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions or other adverse claims, foregoing) as shall be equal to the result obtained by (1) multiplying such dividing the then current Purchase Exercise Price by the number of Units of Junior Preferred Stock for which such Right is exercisable immediately prior to the first occurrence of a Section 13 Event fifty percent (or, if a Section 11(a)(ii50%) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 11(a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the current market price (determined pursuant to Section 11(d) hereof) Market Price per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer of a share of the common stock that the holder of a Right shall have the right to receive; (ii) the issuer of such Principal Party common stock shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Eventissuer; and (iv) such Principal Party issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Stockcommon stock) in connection with the such consummation of any such transaction as may be necessary to ensure that the provisions hereof shall thereafter be applicable applicable, as nearly as reasonably may be, in relation to its the shares of Common Stock common stock thereafter deliverable upon the exercise of the Rights. The Company shall not enter into any transaction of the kind referred to in this Section 2.12 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements that, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless such issuer shall have a sufficient number of authorized shares of its common stock that have not been issued or reserved for issuance to permit the exercise in full of the Rights in accordance with this Section 2.12 and unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement providing for the terms set forth in this Section 2.12 and further providing that, as soon as practicable after the date of any consolidation, merger or sale of assets mentioned in this Section 2.12, such issuer will (i) prepare and file a registration statement under the Securities Act with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and will use its best efforts to cause such registration statement to (A) become effective as soon as practicable after such filing and (B) remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the Expiration Time; and (vii) will deliver to holders of the Rights historical financial statements for such issuer and each of its Affiliates that comply in all respects with the requirements for registration on Form 10 under the Exchange Act. The provisions of this Section 11(a)(ii) hereof 2.12 shall be of no further effect following the first occurrence of any Section 13 Eventsimilarly apply to successive mergers or consolidations or sales or other transfers.

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. (a) In the event that, on or following the Stock Shares Acquisition Date, directly or ----- indirectly, either (xi) the Company shall consolidate with, or merge with and into, any Interested Stockholder or, if in such merger or consolidation all holders of Common Shares are not treated alike, any other Person Person, (other than a Subsidiary of ii) the Company in a transaction which complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) shall consolidate with, or merge with with, any Interested Stockholder or, if in such merger or intoconsolidation all holders of Common Shares are not treated alike, the Companyany other Person, and the Company shall be the continuing or surviving corporation of such consolidation or merger and(other than, in connection with such a case of any transaction described in clause (i) or (ii) above of this Section 13(a), a merger or consolidation or merger, which would result in all or part of the securities generally entitled to vote in the election of directors ("voting securities") of the Company outstanding shares of Company Common Stock shall be immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into or exchanged for stock or other securities of any other Person the surviving entity) all of the voting securities of the Company or cash such surviving entity outstanding immediately after such merger or any other propertyconsolidation and the holders (and relative percentage holdings of each such holder) of such securities not having changed as a result of such merger or consolidation), or (ziii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders or, if in such transaction all holders of Common Shares are not treated alike, any other Person, (other than the Company or any such event being a "Subsidiary of the Company in one or more transactions each of which does not violate Section 13 Event"11(o) hereof), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision shall be made so that: that (iA) each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Series B Purchase Price (in the case of a G-P Right) or the then current Series C Purchase Price (in the case of a Timber Right), such number of validly authorized and issued, fully paid and non- assessable shares of Common Stock of the Principal Party (as such term is hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1) multiplying such then current Purchase Price by the number of Units of Junior Preferred Stock for which such Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 11(a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the current market price (determined pursuant to Section 11(d) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Stock) in connection with the consummation of any such transaction as may be necessary to ensure that the provisions hereof shall thereafter be applicable to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no further effect following the first occurrence of any Section 13 Event.each

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

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- --------------------------------------------------------------- Power. (a) In the event that, following the Stock Shares Acquisition Date, directly or ----- indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o11(n)) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof11(n)) shall consolidate withconsolidate, or merge with or into, and into the Company, Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be converted changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any such event being a "of its Subsidiaries in one or more transactions each of which complies with Section 13 Event"11(n) hereof), then, and in each such case, case proper provision shall be made so that: that (i) each holder of a Right, Right (except as provided in Section 7(e)) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Series B Purchase Price (in accordance with the case terms of a G-P Right) or the then current Series C Purchase Price (in the case of a Timber Right)this Agreement, such number of validly authorized and issued, fully paid paid, non-assessable and non- assessable freely tradable shares of Common Stock of the Principal Party (as such term is hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of call or first refusal, transfer restrictions or other adverse claims, claims as shall be equal to the result obtained by (1) multiplying such the then current Purchase Price by the then number of Units one one-thousandths of Junior a share of Preferred Stock for which such a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units one one-thousandths of a share for which a Right would be was exercisable hereunder but for immediately prior to the first occurrence of such a Section 11(a)(ii) Event by the Purchase Price which would be in effect hereunder but for immediately prior to such first occurrence) ), and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by (2) 50% of the current market price (determined pursuant to Section 11(d) hereof) Current Market Price per share of the Common Stock of such Principal Party (determined in the manner described in Section 11(d)) on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer; (ii) such the Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall thereafter apply only to such Principal Party following the first occurrence of a Section 13 EventParty; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common StockStock in accordance with Section 9) in connection with the such consummation of any such transaction as may be necessary to ensure assure that the provisions hereof shall thereafter be applicable applicable, as nearly as reasonably may be, in relation to its the shares of its Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no further effect following the first occurrence of any Section 13 Event.

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

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

Consolidation, Merger or Sale. Subject to the provisions of Section 8.03, nothing contained in this Indenture or Transfer in any of Assets the Securities shall prevent any consolidation or Earning -------------------------------------------------------------- Power. (a) In the event that, following the Stock Acquisition Date, directly or ----- indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary merger of the Company with or into any other corporation or corporations (whether or not affiliated with the Company), or successive consolidations or mergers in which the Company or its successor or successors shall be a transaction which complies party or parties, or shall prevent any sale, conveyance or lease of all or substantially all the property of the Company to any other corporation (whether or not affiliated with Section 11(othe Company) hereof)authorized to acquire and operate the same; provided, however, and the Company hereby covenants and agrees, that any such consolidation, merger, sale, conveyance or lease shall not be upon the continuing conditions that (a) the corporation (if other than the Company) formed by or surviving corporation of any such consolidation or merger, (y) any Person (other than or to which such sale, conveyance or lease shall have been made, shall be a Subsidiary corporation organized under the laws of the Company in a transaction which complies with Section 11(oUnited States, any State thereof or the District of Columbia; (b) hereof) shall consolidate withthe due and punctual payment of the principal of, or merge with or intopremium, if any and interest, if any, on all the Securities and Coupons, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company, shall be expressly assumed and the conversion rights, if any, shall be provided for in accordance with Article IV, by supplemental indenture satisfactory in form to the Trustee executed and delivered to the Trustee, by the corporation (if other than the Company) formed by such consolidation, or into which the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be converted into or exchanged for stock or other securities of any other Person or cash or any other propertyhave been merged, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) (any such event being a "Section 13 Event"), then, and in each such case, proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Series B Purchase Price (in the case of a G-P Right) or the then current Series C Purchase Price (in the case of a Timber Right), such number of validly authorized and issued, fully paid and non- assessable shares of Common Stock of the Principal Party (as such term is hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1) multiplying such then current Purchase Price by the number of Units of Junior Preferred Stock for corporation which shall have acquired or leased such Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 11(a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the current market price (determined pursuant to Section 11(d) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Stock) in connection with the consummation of any such transaction as may be necessary to ensure that the provisions hereof shall thereafter be applicable to its shares of Common Stock thereafter deliverable upon the exercise of the Rightsproperty; and (vc) the provisions immediately after giving effect to such transaction, no Event of Section 11(a)(ii) hereof Default, and no event which after notice or lapse of time or both would become an Event of Default, shall have happened and be of no further effect following the first occurrence of any Section 13 Event.continuing. SECTION 8.02

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- (a) In the event that, following the Stock Acquisition Date, directly or ----- indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof)Person, and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be converted changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) (to any such event being a "Section 13 Event")Person or Persons, then, and in each such case, proper provision shall be made so that: (i) each holder of a Right, except as provided in herein, including Section 7(e7(d) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Series B Purchase Price (in accordance with the case terms of a G-P Right) or the then current Series C Purchase Price (in the case of a Timber Right)this Agreement, such number of validly authorized and issued, fully paid paid, nonassessable and non- assessable freely tradable shares of Common Stock of the Principal Party (as such term is hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying such the then current Purchase Price by the number of Units one one-hundredths of Junior a share of Preferred Stock for which such a Right is was exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units one one-hundredths of a share of Preferred Stock for which a Right would be was exercisable hereunder but for immediately prior to the first occurrence of such a Section 11(a)(ii) Event by the Purchase Price which would be in effect hereunder but for immediately prior to such first occurrence) ), and (2) dividing that product (whichwhich product, following the first occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50% of the current market price (determined pursuant to Section 11(d) hereof) per share of the shares of Common Stock of such Principal Party on the date of consummation of such Section 13 EventEvent (or the fair market value on such date of other securities or property of the Principal Party, as provided for herein); (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Stock) in connection with the consummation of any such transaction as may be necessary to ensure assure that the provisions hereof shall thereafter be applicable applicable, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no further effect following the first occurrence of any Section 13 Event.

Consolidation, Merger or Sale. Subject to the provisions of Section 8.03, nothing contained in this Indenture or Transfer in any of Assets the Securities shall prevent any consolidation or Earning -------------------------------------------------------------- Power. (a) In the event that, following the Stock Acquisition Date, directly or ----- indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary merger of the Company with or into any other corporation or corporations (whether or not affiliated with the Company), or successive consolidations or mergers in which the Company or its successor or successors shall be a transaction which complies party or parties, or shall prevent any sale, conveyance or lease of all or substantially all the property of the Company to any other corporation (whether or not affiliated with Section 11(othe Company) hereof)authorized to acquire and operate the same; provided, however, and the Company hereby covenants and agrees, that any such consolidation, merger, sale, conveyance or lease shall not be upon the continuing conditions that (a) the corporation (if other than the Company) formed by or surviving corporation of any such consolidation or merger, (y) any Person (other than or to which such sale, conveyance or lease shall have been made, shall be a Subsidiary corporation organized under the laws of the Company in a transaction which complies with Section 11(oUnited States of America, any state thereof or the District of Columbia; (b) hereof) shall consolidate withthe due and punctual payment of the principal of, or merge with or intopremium, if any and interest, if any, on all the Securities and Coupons, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company, shall be expressly assumed and the conversion rights, if any, shall be provided for in accordance with Article IV, by supplemental indenture satisfactory in form to the Trustee executed and delivered to the Trustee, by the corporation (if other than the Company) formed by such consolidation, or into which the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be converted into or exchanged for stock or other securities of any other Person or cash or any other propertyhave been merged, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) (any such event being a "Section 13 Event"), then, and in each such case, proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Series B Purchase Price (in the case of a G-P Right) or the then current Series C Purchase Price (in the case of a Timber Right), such number of validly authorized and issued, fully paid and non- assessable shares of Common Stock of the Principal Party (as such term is hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1) multiplying such then current Purchase Price by the number of Units of Junior Preferred Stock for corporation which shall have acquired or leased such Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 11(a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the current market price (determined pursuant to Section 11(d) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Stock) in connection with the consummation of any such transaction as may be necessary to ensure that the provisions hereof shall thereafter be applicable to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no further effect following the first occurrence of any Section 13 Event.property. SECTION 8.02

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

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. (a) In the event that, following the Stock Acquisition Dateat any time after a Person becomes an Acquiring ----- Person, directly or ----- indirectly, either (xi) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (yii) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) shall consolidate withwith the Company, or merge with or into, and into the Company, Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock Shares shall be converted changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (ziii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) (to any such event being a "Section 13 Event")other Person other than the Company or one or more of its wholly-owned Subsidiaries, then, and in each such case, proper provision shall be made so that: that (iA) each holder of a Right, Right (except as otherwise provided in Section 7(eherein) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Series B Purchase Price (in multiplied by the case number of one one- thousandths of a G-P Right) or Preferred Share for which a Right is then exercisable, in accordance with the then current Series C Purchase Price (terms of this Agreement and in the case lieu of a Timber Right)Preferred Shares, such number of validly authorized and issued, fully paid and non- assessable shares Common Shares of Common Stock of such other Person (including the Principal Party (Company as such term is hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions successor thereto or other adverse claims, as the surviving corporation) as shall be equal to the result obtained by (1x) multiplying such the then current Purchase Price by the number of Units of Junior Preferred Stock for which such Right is exercisable immediately prior to the first occurrence one one-thousandths of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units Preferred Share for which a Right would be is then exercisable hereunder but for the occurrence of such Section 11(a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product by (which, following the first occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreementy) by 50% of the then current per share market price of the Common Shares of such other Person (determined pursuant to Section 11(d) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer; (iiB) the issuer of such Principal Party Common Shares shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iiiC) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Eventissuer; and (ivD) such Principal Party issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common StockShares in accordance with Section 9 hereof) in connection with the such consummation of any such transaction as may be necessary to ensure assure that the provisions hereof shall thereafter be applicable applicable, as nearly as reasonably may be, in relation to its shares of the Common Stock Shares thereafter deliverable upon the exercise of the Rights; . The Company covenants and (v) agrees that it shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 11(a)(ii) hereof 13 shall similarly apply to successive mergers or consolidations or sales or other transfers. For purposes hereof, the "earning power" of the Company and its Subsidiaries shall be determined in good faith by the Company's Board of no further effect following Directors on the first occurrence basis of the operating earnings of each business operated by the Company and its Subsidiaries during the three fiscal years preceding the date of such determination (or, in the case of any Section 13 Eventbusiness not operated by the Company or any Subsidiary during three full fiscal years preceding such date, during the period such business was operated by the Company or any Subsidiary).

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

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. (a) ----- a. Flip-over Event. In the event that, following the Stock Acquisition Date, directly or ----- indirectly, either (x) the Company shall consolidate with, or merge with and into, or enter into a statutory stock exchange or similar transaction with, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof11(o)(Adjustment of Purchase Price; Number and Kind of Shares or Number of Rights -- Restriction Against Diminishing Benefits of the Rights)), and the Company shall not be the continuing or surviving corporation of such consolidation consolidation, merger or mergerstatutory share exchange or similar transaction, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof)) shall consolidate with, or merge with or into, or enter into a statutory stock exchange or similar transaction with, the Company, and the Company shall be the continuing or surviving corporation of such consolidation consolidation, merger or merger statutory share exchange or similar transaction and, in connection with such consolidation consolidation, merger or mergerstatutory share exchange or similar transaction, all or part of the outstanding shares of Company Common Stock shall be converted changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), in one transaction or more a series of related transactions, assets assets, cash flow or earning power aggregating more than 50% of the assets assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company or any such event being a "Subsidiary of the Company in one or more transactions each of which complies with Section 13 Event"11(o)), then, and in each such casecase (except as may be contemplated by Section 13(d) (Consolidation, Merger or Sale or Transfer of Assets or Earning Power -- Exceptions)), (i) proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e) hereof, (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights) shall thereafter have the right to receive, upon the exercise thereof at the then current Series B Purchase Price (in accordance with the case terms of a G-P Right) or the then current Series C Purchase Price (in the case of a Timber Right)this Agreement, such number of validly authorized and issued, fully paid paid, nonassessable and non- assessable freely tradable shares of Common Stock of the Principal Party (as such term is hereinafter defined)Party, which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions refusal or other adverse claims, as shall be equal to the result obtained by (1A) multiplying such the then current Purchase Price by the number of Units shares of Junior Preferred Common Stock for which such a Right is exercisable immediately prior to the first occurrence of a Section 13 Flip-over Event (or, if a Section 11(a)(ii) Flip-in Event has occurred prior to the first occurrence of a Section 13 Flip- over Event, multiplying the number of such Units shares for which a Right would be was exercisable hereunder but for immediately prior to the first occurrence of such Section 11(a)(ii) a Flip-in Event by the Purchase Price which would be in effect hereunder but for immediately prior to such first occurrence) ), and (2B) dividing that product (which, following the first occurrence of a Section 13 Flip-over Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50% of the current market price (determined pursuant to Section 11(d) hereof) Current Market Price per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Flip-over Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Flip-over Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof (Adjustment of Purchase Price; Number and Kind of Shares or Number of Rights) shall apply only to such Principal Party following the first occurrence of a Section 13 Flip-over Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Stock) in connection with the consummation of any such transaction as may be necessary to ensure assure that the provisions hereof shall thereafter be applicable applicable, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) (Adjustment of Purchase Price; Number and Kind of Shares or Number of Rights -- Certain Adjustments) hereof shall be of no further effect following the first occurrence of any Section 13 Flip-over Event.

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

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- Power. (a) In the event (a "Section 13 Event") that, following the Stock Acquisition DateTime, directly or ----- indirectly, either (xa) the Company shall merge into or consolidate or otherwise combine with, or merge with and into, any other Person (other than a Subsidiary of the Company, any employee benefit plan of the Company in a transaction which complies with Section 11(oor any entity holding capital stock of the Company for or pursuant to the terms of any such plan) hereof), and the Company shall not be the surviving or continuing or surviving corporation of such merger, consolidation or mergercombination, (yb) any Person (other than a Subsidiary of the Company, any employee benefit plan of the Company in a transaction which complies with Section 11(o) hereofor any entity holding capital stock of the Company for or pursuant to the terms of any such plan) shall consolidate withmerge into or consolidate, or merge otherwise combine with or into, and into the Company, Company and the Company shall be the surviving or continuing or surviving corporation of such merger, consolidation or merger combination and, in connection with such consolidation or mergertherewith, all or part of the outstanding shares of Company Common Stock shall be converted changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (zc) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a wholewhole and calculated on the basis of the Company's most recent regularly prepared financial statement) or assets in the aggregate representing more than 50% of the cash flow of the Company and its Subsidiaries (taken as a whole and calculated on the basis of the Company's most recent regularly prepared financial statements) to any such event being a "Section 13 Event"other Person or Persons (other than the Company or any Subsidiary of the Company), then, and in each such case, proper provision shall be made so that: that (i) following the Distribution Date, each holder of a Right, Right (except as otherwise provided in Section 7(ethis Agreement) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then then-current Series B Purchase Price (in accordance with the case terms of a G-P Right) or the then current Series C Purchase Price (in the case of a Timber Right)this Agreement, such number of shares of validly authorized and issued, fully paid paid, nonassessable and non- assessable freely tradable shares of Common Stock of such other Person (or, if such Person is a Subsidiary of or controlled by another Person, the Principal Party Person (as other than an individual) which ultimately controls such term is hereinafter definedfirst-mentioned Person), which shares shall not be subject to any liens, encumbrances, rights of call or rights of first refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1A) multiplying such then the then-current Purchase Price by the number of Units one one-hundredths of Junior a share of Preferred Stock for which such a Right is then exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 11(a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product by (which, following the first occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this AgreementB) by 50% of the current market price per share of Common Stock of such other Person (determined pursuant to Section 11(d)) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Eventmerger, consolidation, sale or transfer; (ii) the issuer of such Principal Party Common Stock shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventmerger, consolidation, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Eventissuer; (iv) such Principal Party issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common StockStock in accordance with Section 9 hereof) in connection with the such consummation of any such transaction as may be necessary to ensure assure that the provisions hereof shall thereafter be applicable applicable, as nearly as reasonably may be possible, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (vy) the provisions of Section 11(a)(ii) hereof shall be of no further effect following the first occurrence of any Section 13 Event.13

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

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- ----------------------------------------------------------------- Power. ----- (a) In A "Business Combination" shall be deemed to occur in the event that, in or following a Triggering Event, (i) the Stock Acquisition DateCompany shall, directly or ----- indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which that complies with Section 11(o11(i) hereof), and Section 11(j) of this Agreement) in a transaction in which the Company shall is not be the continuing continuing, resulting or surviving corporation of such consolidation merger or mergerconsolidation, (yii) any Person (other than a Subsidiary of the Company in a transaction which that complies with Section 11(o11(i) hereofand Section 11(j) shall of this Agreement) shall, directly or indirectly, consolidate with, or merge with or into, the Company, or shall merge with and into the Company, in a transaction in which the Company shall be is the continuing continuing, resulting or surviving corporation of such merger or consolidation or merger and, in connection with such consolidation merger or mergerconsolidation, all or part of the outstanding shares of Company Common Stock shall be converted changed (including, without limitation, any conversion into or exchanged exchange for stock securities of the Company or other securities of any other Person or Person, cash or any other property), or (ziii) the Company shall, directly or indirectly, effect a share exchange in which all or part of the Common Stock shall sell be changed (including, without limitation, any conversion into or exchange for securities of any other Person, cash or any other property) or (iv) the Company shall, directly or indirectly, sell, lease, exchange, mortgage, pledge or otherwise transfer or dispose of (or one or more of its Subsidiaries shall sell directly or indirectly sell, lease, exchange, mortgage, pledge or otherwise transfer) to any Person transfer or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereofdispose of), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person (other than the Company or any such of its Subsidiaries in one or more transactions each and all of which comply with Section 11(i) and Section 11(j) of this Agreement). In the event being of a "Section 13 Event"), then, and in each such caseBusiness Combination, proper provision shall be made so that: (i) that each holder of a Right, Right (except as otherwise provided in Section 7(ethis Agreement) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Series B Purchase Price (in the case of a G-P each Right) or the then current Series C Purchase Price (in the case of a Timber Right), such number of validly authorized and issued, fully paid and non- assessable shares of Common Stock of the Principal Party (as such term is hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1) multiplying such then current Purchase Price by dividing the number of Units of Junior Preferred Stock for which such Right is exercisable immediately Exercise Amount in effect prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 11(a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) Business Combination by 50% of the current market price (determined pursuant to Section 11(d) hereof) Current Market Price per share of the Common Stock of such Principal Party on immediately prior to the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Stock) in connection with the consummation of any such transaction as may be necessary to ensure that the provisions hereof shall thereafter be applicable to its Business Combination. All shares of Common Stock thereafter deliverable of any Person for which any Right may be exercised after consummation of a Business Combination as provided in this Section 13(a) shall, when issued upon exercise thereof in accordance with this Agreement, be duly and validly authorized and issued, fully paid, nonassessable, freely tradeable, not subject to liens or encumbrances, and free of preemptive rights, rights of first refusal or any other restrictions or limitations on the exercise transfer or ownership thereof of any kind or nature whatsoever. The Purchase Price per share for such Common Stock immediately after such Business Combination shall be equal to 50% of the Rights; and (v) Current Market Price per share of the provisions Common Stock of Section 11(a)(ii) hereof shall be such Principal Party immediately prior to the consummation of no further effect following the first occurrence of any Section 13 Eventsuch Business Combination.

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

Consolidation, Merger or Sale. or Transfer of Assets or Earning -------------------------------------------------------------- -------------------------------------------------------------------------------- Power. (a) ------ In the event that, following the Stock Acquisition Dateevent, directly or ----- indirectly, either at any time after a Person has become an Acquiring Person, (xa) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (yb) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) shall consolidate withwith the Company, or merge with or into, and into the Company, Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock Shares shall be converted changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (zC) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) (to any such event being a "Section 13 Event")other Person other than the Company or one or more of its wholly-owned Subsidiaries, then, and in each such case, proper provision shall be made so that: (i) that each holder of a Right, Right (except as otherwise provided in Section 7(eherein) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Series B Purchase Price (in multiplied by the case number of one one-hundredths of a G-P Right) or Preferred Share for which a Right is then exercisable, in accordance with the then current Series C Purchase Price (terms of this Agreement and in the case lieu of a Timber Right)Preferred Shares, such number of validly authorized and issued, fully paid and non- assessable shares Common Shares of Common Stock of such other Person (including the Principal Party (Company as such term is hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions successor thereto or other adverse claims, as the surviving corporation) as shall be equal to the result obtained by (1A) multiplying such the then current Purchase Price by the number of Units of Junior Preferred Stock for which such Right is exercisable immediately prior to the first occurrence one one-hundredths of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units Preferred Share for which a Right would be is then exercisable hereunder but for the occurrence of such Section 11(a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product by (which, following the first occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this AgreementB) by 50% of the then current per share market price of the Common Shares of such other Person (determined pursuant to Section 11(d) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer; (ii) the issuer of such Principal Party Common Shares shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Eventissuer; and (iv) such Principal Party issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common StockShares in accordance with Section 9 hereof) in connection with the such consummation of any such transaction as may be necessary to ensure assure that the provisions hereof shall thereafter be applicable applicable, as nearly as reasonably may be, in relation to its shares of the Common Stock Shares thereafter deliverable upon the exercise of the Rights; . The Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and (v) such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of Section 11(a)(ii) hereof shall be of no further effect following the first occurrence of any this Section 13 Eventshall similarly apply to successive mergers or consolidations or sales or other transfers.