FIRSTSUPPLEMENTAL INDENTURE

C.            The Company desires and has requested the Trustee to join with the Company in the execution and delivery of this First Supplemental Indenture for the purpose of amending the Indenture in order to eliminate certain covenants and Events of Default.

D.            Section 9.2 of the Indenture provides that a supplemental indenture may be entered into by the Company and the Trustee to amend or supplement certain provisions of the Indenture with the consent of Holders of at least a majority in principal amount of the Notes then outstanding and the authorization by a resolution of the Board of Directors of the Company authorizing the execution of any such amended or supplemental indenture.

E.             Pursuant to a solicitation by the Company, consents to the amendments to the Indenture, which will eliminate certain covenants and Events of Default pursuant to this First Supplemental Indenture, of Holders of at least a majority in principal amount of the Notes then outstanding have been received and a resolution of the Board of Directors of the Company has authorized the Company to enter into this First Supplemental Indenture with the Trustee.

F.             The Company has furnished, or caused to be furnished, to the Trustee, and the Trustee has received an Officers’ Certificate and an Opinion of Counsel relating to this First Supplemental Indenture.

G.            All things necessary to make this First Supplemental Indenture a valid agreement of the Company and the Trustee and a valid amendment to the Indenture have been done.

NOW THEREFORE, the parties hereto agree for the benefit of the other parties, as follows:

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AGREEMENT:

Section 1.              Amendments to the Indenture.

1.1          SECTION 4.3 of ARTICLE IV of the Indenture is amended by deleting the section in its entirety, together with any references thereto in the Indenture, and replacing it with the following:  “Intentionally omitted.”

1.2          SECTION 4.4 of ARTICLE IV of the Indenture is amended by deleting the section in its entirety, together with any references thereto in the Indenture, and replacing it with the following:  “Intentionally omitted.”

1.3          SECTION 4.5 of ARTICLE IV of the Indenture is amended by deleting the section in its entirety, together with any references thereto in the Indenture, and replacing it with the following:  “Intentionally omitted.”

1.4          SECTION 4.6 of ARTICLE IV of the Indenture is amended by deleting the section in its entirety, together with any references thereto in the Indenture, and replacing it with the following:  “Intentionally omitted.”

1.5          SECTION 4.7 of ARTICLE IV of the Indenture is amended by deleting the section in its entirety, together with any references thereto in the Indenture, and replacing it with the following:  “Intentionally omitted.”

1.6          SECTION 4.8 of ARTICLE IV of the Indenture is amended by deleting the section in its entirety, together with any references thereto in the Indenture, and replacing it with the following:  “Intentionally omitted.”

1.7          SECTION 4.9 of ARTICLE IV of the Indenture is amended by deleting the section in its entirety, together with any references thereto in the Indenture, and replacing it with the following:  “Intentionally omitted.”

1.8          SECTION 4.10 of ARTICLE IV of the Indenture is amended by deleting the section in its entirety, together with any references thereto in the Indenture, and replacing it with the following:  “Intentionally omitted.”

1.9          SECTION 4.11 of ARTICLE IV of the Indenture is amended by deleting the section in its entirety, together with any references thereto in the Indenture, and replacing it with the following:  “Intentionally omitted.”

1.10        SECTION 4.12 of ARTICLE IV of the Indenture is amended by deleting the section in its entirety, together with any references thereto in the Indenture, and replacing it with the following:  “Intentionally omitted.”

1.11        SECTION 4.13 of ARTICLE IV of the Indenture is amended by deleting the section in its entirety, together with any references thereto in the Indenture, and replacing it with the following:  “Intentionally omitted.”

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1.12        SECTION 4.14 of ARTICLE IV of the Indenture is amended by deleting the section in its entirety, together with any references thereto in the Indenture, and replacing it with the following:  “Intentionally omitted.”

1.13        SECTION 4.15 of ARTICLE IV of the Indenture is amended by deleting the section in its entirety, together with any references thereto in the Indenture, and replacing it with the following:  “Intentionally omitted.”

1.14        SECTION 4.16 of ARTICLE IV of the Indenture is amended by deleting the section in its entirety, together with any references thereto in the Indenture, and replacing it with the following:  “Intentionally omitted.”

1.15        SECTION 5.1 of ARTICLE V of the Indenture is amended by deleting the section in its entirety, and replacing it with the following:

Merger, Consolidation or Sale of Assets. Nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company), or any merger or consolidation of any Person (whether or not affiliated with the Company) with or into the Company or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the assets or other property of the Company or its successor or successors substantially as an entirety to any other Person (whether or not affiliated with the Company or its successor or successors), provided that no Event of Default shall result from such consolidation, merger, sale or lease and that the Company has delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee, each stating that such merger, consolidation, or sale of assets complies with this Section 5.1.

1.16        CLAUSE (4) of SECTION 6.1 of ARTICLE VI of the Indenture is amended by deleting the clause in its entirety, together with any references thereto in the Indenture, and replacing it with the following:  “Intentionally omitted.”

1.17        CLAUSE (5) of SECTION 6.1 of ARTICLE VI of the Indenture is amended by deleting the clause in its entirety, together with any references thereto in the Indenture, and replacing it with the following:  “Intentionally omitted.”

1.18        CLAUSE (6) of SECTION 6.1 of ARTICLE VI of the Indenture is amended by deleting the phrase “or any Significant Subsidiary of the Issuer.”

1.19        CLAUSE (7) of SECTION 6.1 of ARTICLE VI of the Indenture is amended by deleting the phrase “or any Significant Subsidiary of the Issuer.”

1.20        CLAUSE (8) of SECTION 6.1 of ARTICLE VI of the Indenture is amended by deleting the clause in its entirety, together with any references thereto in the Indenture, and replacing it with the following:  “Intentionally omitted.”

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1.21        SECTION 8.4 of ARTICLE VIII of the Indenture is amended by deleting the section in its entirety, together with any references thereto in the Indenture, and replacing it with the following:  “Intentionally omitted.”

1.22        Any defined terms present in the Indenture but no longer used as a result of the amendments made by this First Supplemental Indenture are hereby eliminated.  The definition of any defined term used in the Indenture where such definition is set forth in any of the sections or clauses that are eliminated by this First Supplemental Indenture and the term it defines is still used in the Indenture after the amendments hereby become effective shall be deemed to become part of, and defined in, Section 1.1 of the Indenture.  Such defined terms are to be in alphanumeric order within Section 1.1 of the Indenture.

Section 2.              Miscellaneous.

2.1          Effect and Operation of First Supplemental Indenture.  This First Supplemental Indenture shall be effective and binding immediately upon its execution and thereupon this First Supplemental Indenture shall form a part of the Indenture for all purposes, and every Note heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby, but, notwithstanding anything in the Indenture or this First Supplemental Indenture to the contrary, this First Supplemental Indenture shall not be operative until the Company has accepted for payment all of the Notes validly tendered pursuant to the Tender Offer (as defined in the Company’s Offer to Purchase and Consent Solicitation Statement, dated January 25, 2007 (the “Statement”)).  If the Tender Offer is terminated or withdrawn, or the Notes are not accepted for purchase for any reason, this First Supplemental Indenture will not become operative and the Indenture will remain in the same form as it was before this First Supplemental Indenture was executed.  Except as modified and amended by this First Supplemental Indenture, all provisions of the Indenture shall remain in full force and effect.