Fourth Supplemental Indenture

Execution Copy

This Fourth Supplemental Indenture is made as of the 1st day of June, 2009 by and between Integrys Energy Group, Inc. (f/k/a WPS Resources Corporation), a corporation duly organized and existing under the laws of the State of Wisconsin (the “Company” ), and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States, as trustee (the “Trustee” ), and successor to Firstar Bank National Association.

Witnesseth:  that

The Company has heretofore executed and delivered its Indenture (hereinafter referred to as the “Senior Indenture” ), made as of October 1, 1999; and

Section 3.01 of the Senior Indenture provides that Securities may be issued from time to time in series pursuant to a supplemental indenture specifying the terms of each series of Securities; and

The Company desires to establish a series of Securities to be designated “8.00% Senior Notes Due June 1, 2016” (the “Notes of the Series Due 2016” ); and

Section 9.01 of the Senior Indenture provides that the Company and the Trustee may enter into indentures supplemental thereto for the purposes, among others, of establishing the form or terms of Securities of any series and adding to the covenants of the Company and events of default with respect to all or any series of Securities; and

The execution and delivery of this Fourth Supplemental Indenture (herein, this “Supplemental Indenture” ) has been duly authorized by a Board Resolution;

Now, Therefore, this Supplemental Indenture

Witnesseth, that, in order to set forth the terms and conditions upon which the Notes of the Series Due 2016 are, and are to be, authenticated, issued and delivered, and in consideration of the premises and the purchase of the Notes of the Series Due 2016 by the Holders thereof, it is mutually covenanted and agreed for the equal and proportionate benefit of the respective Holders from time to time of such Notes of the Series Due 2016 as follows:

     Section 1.1.      This Supplemental Indenture constitutes an integral part of the Senior Indenture.

     Section 1.2.      For all purposes of this Supplemental Indenture:

     (a)      The following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

“2009 Supplemental Indentures” is defined in the Note Purchase Agreement.

“Affiliate” means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person.  As used in this definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.  Unless the context otherwise clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Company.

“Bank Credit Facility” means that certain Credit Agreement, dated as of May 27, 2009 among the Company, Bank of America, N.A., as agent, and the lenders party thereto, together with any replacements, refinancings or supplements thereto.

“Business Day” means (a) for the purposes of Section 3.7 only, any day other than a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed, and (b) for the purposes of any other provision of the Transaction Documents, any day other than a Saturday, a Sunday or a day on which commercial banks in Milwaukee, Wisconsin or New York, New York are required or authorized to be closed.

“Capitalization” means the sum of (a) Total Funded Debt plus (b) Net Worth.

“Change in Control” is defined in Section 3.3(f) .

“Closing” is defined in Section 3 of the Note Purchase Agreement.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.

“Company” means Integrys Energy Group, Inc., a Wisconsin corporation, or any successor that becomes such in the manner prescribed in the Senior Indenture.

“Default” means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default under the Senior Indenture.

“Default Rate” means that rate of interest that is the greater of (i) 2% per annum above the rate of interest stated in clause (a) of the first paragraph of the Notes or (ii) 2% over the rate of interest publicly announced by Bank of America, N.A. in Chicago, Illinois as its “base” or “prime” rate.

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants,

franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including but not limited to those related to Hazardous Materials.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under Section 414 of the Code.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“First Mortgage Indentures” means (a) that certain First Mortgage and Deed of Trust dated as of January 1, 1941, from Wisconsin Public Service Corporation to U.S. Bank National Association (successor to First Wisconsin Trust Company), as trustee, as heretofore or hereafter amended, modified and supplemented and any substitute or replacement mortgage indenture, (b) that certain Indenture dated as of December 1, 1998, between Wisconsin Public Service Corporation and U.S. Bank National Association (successor to Firstar Bank Milwaukee, N.A.), as trustee, as heretofore or hereafter amended, modified and supplemented and any substitute or replacement mortgage indenture, (c) that certain Indenture of Mortgage dated May 1, 1947, from Upper Peninsula Power Company to U.S. Bank National Association (successor to City National Bank and Trust Company of Chicago), as trustee, as heretofore or hereafter amended, modified and supplemented and any substitute or replacement mortgage indenture and (d) that certain Indenture dated as of March 1, 1928, between The Peoples Gas Light and Coke Company and U.S. Bank National Association (successor to Illinois Merchants Trust Company), as trustee, as heretofore or hereafter amended, modified and supplemented and any substitute or replacement mortgage indenture (which, among other things, assumed the First and Refunding Mortgage dated January 2, 1926 form Chicago By-Product Coke Company).

“Funded Debt” of any Person means, without duplication, the sum of (a) all Indebtedness of such Person for borrowed money, except to the extent such Indebtedness is “non-recourse” to such Person or recourse for payment of such Indebtedness is limited to specific assets of such Person (whether or not included on a consolidated balance sheet of such Person), (b) the principal portion of all obligations of such Person under capital lease obligations, (c) all obligations, contingent or otherwise, relative to the face amount of all letters of credit issued to support Indebtedness of the kinds referred to in clauses (a) and (b) above, (d) all Guaranty Obligations of such Person with respect to Indebtedness and obligations of the type described in clauses (a) through (c) hereof of another Person; provided that such Guaranty Obligations are required to be reported as liabilities on a balance sheet of such Person prepared in accordance with GAAP (and without duplication of any liability already appearing as a liability on such balance sheet); and further provided that, in the event a Guaranty Obligation is limited as to dollar amount, such Guaranty Obligation shall not exceed such limitation, and (e) all Indebtedness and obligations of the type described in clauses (a), (b), and (c) hereof of another Person, secured by a Lien on any property of such Person whether or not such

Indebtedness or obligations has been assumed by such Person.  Notwithstanding the foregoing, Funded Debt shall not include trust preferred securities, if any, shall not include interest on Indebtedness that is accrued in the ordinary course of business and shall not include intercompany Indebtedness.

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States of America, provided that if the Company notifies the Holders of the Notes of the Series due 2016 that it wishes to amend any covenants included in Article V hereof (or any definition thereof) to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant or definition, then the Company’s compliance with such covenant or the meaning of such definition shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until such notice is withdrawn or such covenant is amended in a manner satisfactory to the Company and the Required Holders (as defined in the Note Purchase Agreement).  Notwithstanding the foregoing, any entity that is not a Subsidiary but would be required to be consolidated in the financial statements of the Company because FIN 46 shall not be included in any computation of any financial covenant herein.

“Governmental Authority” means

(a)      the government of

(i)      the United States of America or any State or other political subdivision thereof, or

(ii)      any other jurisdiction in which the Company or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of the Company or any Subsidiary, or

(b)      any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

“Guaranty Obligations” means, with respect to any Person, without duplication, any obligations (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) guaranteeing any Funded Debt of any other Person in any manner, whether direct or indirect, and including without limitation any obligation, whether or not contingent, (a) to purchase any such Funded Debt, or (b) to advance or provide funds or other support for the payment or purchase of such Funded Debt or to maintain working capital, solvency or other balance sheet condition of such other Person.  The amount of any Guaranty Obligation hereunder shall (subject to any limitations set forth therein) be deemed to be an amount equal to the outstanding principal amount (or maximum principal amount, if larger) of the Indebtedness in respect of which such Guaranty Obligation is made; provided that, in the event a Guaranty Obligation is limited as to dollar amount, such Guaranty Obligation shall not exceed such limitation.

“Hazardous Material” means any and all pollutants, toxic or hazardous wastes or any other substances, that might pose a hazard to health and safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage, or filtration of which is or shall be restricted, prohibited or penalized by any applicable law including, but not limited to, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum, petroleum products, lead based paint, radon gas or similar restricted, prohibited or penalized substances.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person to the extent of the value of such property (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business), (d) all obligations, other than intercompany items, of such Person issued or assumed as the deferred purchase price of property or services purchased by such Person which would appear as liabilities on a balance sheet of such Person (other than trade payables), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (f) all Guaranty Obligations of such Person, (g) the principal portion of all obligations of such Person under (i) capital lease obligations and (ii) any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product of such Person where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an operating lease in accordance with GAAP, (h) all obligations of such Person to repurchase any securities which repurchase obligation is related to the issuance thereof, including, without limitation, obligations commonly known as residual equity appreciation potential shares, (i) the net obligations of such Person in respect of interest rate protection agreements, foreign currency exchange agreements, Permitted Energy Transactions, or other interest or exchange rate hedging arrangements, and (j) the maximum amount of all outstanding performance and standby letters of credit issued or bankers’ acceptance facilities created for the account of such Person and, without duplication, all drafts drawn thereunder (to the extent unreimbursed).  The Indebtedness of any Person shall include the recourse Indebtedness of any partnership or unincorporated joint venture and for which such Person is legally obligated.  

“Lien” means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or Capital Lease, upon or with respect to any property or asset of such Person (including in the case of stock, stockholder agreements, voting trust agreements and all similar arrangements).

“Make-Whole Amount” is defined in Section 3.7 .

“Material” means material in relation to the business, operations, affairs, financial condition, assets and properties of the Company and its Subsidiaries taken as a whole.

“Material Adverse Effect” means a material adverse effect on (a) the business, operations, affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as a whole, or (b) the ability of the Company to perform its obligations under the Transaction Documents, or (c) the validity or enforceability of the Transaction Documents; provided, however, that in no event shall any change, event, violation, inaccuracy, circumstance or effect that results from (i) changes generally affecting the industry in which the Company and its Subsidiaries operate or conduct business or (ii) changes generally affecting the United States economy constitute a Material Adverse Effect.

“MISO” means Midwest Independent Transmission System Operator, Inc.

“Multiemployer Plan” means a Plan covered by Title IV of ERISA which is a multiemployer plan as defined in section 3(37) or 4001(a)(3) of ERISA.

“Multiple Employer Plan” means a Plan covered by Title IV of ERISA, other than a Multiemployer Plan, which the Company or any ERISA Affiliate and at least one employer other than the Company or any ERISA Affiliate are contributing sponsors.

“Net Worth” means, as of any date, the shareholders’ equity or net worth of the Company and its Subsidiaries, on a consolidated basis, as determined in accordance with GAAP but excluding accumulated other comprehensive income.

“Note Purchase Agreement” means that certain note purchase agreement dated as of June 11, 2009 among the Company and the purchasers named in Schedule A thereto.

“Notes” is defined in the Note Purchase Agreement.

“Notes of the Series Due 2016” means the series of senior debt securities authorized by this Supplemental Indenture.

“Notes of the Series Due 2014” is defined in the Note Purchase Agreement.

“Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other officer of the Company whose responsibilities extend to the subject matter of such certificate.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor thereto.

“Permitted Energy Transactions” means commodity sale, purchase or option agreements or other commodity transactions or purchase or sale of weather derivatives entered into by the Company or any Principal Subsidiary in the ordinary course of the energy or energy related industry for non-speculative purposes relating to the purchase or sale of electric power, electric power transmission capacity, electric generation capacity, natural gas, natural gas transportation capacity, natural gas storage, generation spark spreads, heating oil, crude oil, propane, coal or currency.

“Person” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, business entity or Governmental Authority.

“Plan” means an “employee benefit plan” (as defined in section 3(3) of ERISA) subject to Title I of ERISA that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability.

“Principal Subsidiary” means any Subsidiary, whether owned directly or indirectly by the Company, which, with respect to the Company and its Subsidiaries taken as a whole, represents at least twenty percent (20%) of the Company’s consolidated assets or the Company’s consolidated net income (or loss), as shown on the most recent financial statements delivered to the holders of the Notes of the Series Due 2016 pursuant to Section 7.1 of the Note Purchase Agreement except for Peoples Energy Corporation.  

“property” or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate.

“Proposed Redemption Date” is defined in Section 3.3 .

“Proposed Reentry Redemption Date” is defined in Section 3.8 .

“Purchaser” is defined in the Note Purchase Agreement.

“Reentry Event” is defined in Section 3.8(f) .

“Required Holders” is defined in the Note Purchase Agreement.

“Reportable Event” means a “reportable event” as defined in section 4043 of ERISA with respect to which the notice requirements to the PBGC have not been waived.

“Responsible Officer” means any Senior Financial Officer and any other officer of the Company with responsibility for the administration of the relevant portion of this Agreement.

“SEC” shall mean the Securities and Exchange Commission of the United States, or any successor thereto.

“Securities” or Security” shall have the same meaning as in Section 2(1) of the Securities Act.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“Senior Financial Officer” means the chief financial officer, principal accounting officer, treasurer or controller of the Company.

“Senior Indebtedness” means all Indebtedness of the Company which is not expressed to be subordinate or junior in rank to any other Indebtedness of the Company.

“Single Employer Plan” means any Plan which is covered by Title IV of ERISA, but which is not a Multiemployer Plan.

“Subsidiary” means, as to any Person, any other Person in which such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such second Person, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries (unless such partnership can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries).  Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Company.

“Termination Event” means (a) with respect to any Single Employer Plan, the occurrence of a Reportable Event or the substantial cessation of operations (within the meaning of section 4062(e) of ERISA), (b) the withdrawal of the Company or any ERISA Affiliate from a Multiple Employer Plan during a plan year in which it was a substantial employer (as such term is defined in section 4001(a)(2) of ERISA), or the termination of a Multiple Employer Plan, (c) the distribution of a notice of intent to terminate or the actual termination of a Plan pursuant to section 4041(a)(2) or 4041A of ERISA, (d) the institution of proceedings to terminate or the actual termination of a Plan by the PBGC under section 4042 of ERISA, (e) any event or condition which might reasonably constitute grounds under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or (f) the complete or partial withdrawal of the Company or any ERISA Affiliate from a Multiemployer Plan.

“Total Assets” means all assets of the Company and its Subsidiaries as shown on the Company’s most recent quarterly or audited annual consolidated balance sheet, as determined in accordance with GAAP.

“Total Funded Debt” means all Funded Debt of the Company and its Subsidiaries, without duplication, on a consolidated basis, as determined in accordance with GAAP.  For purposes of determining Total Funded Debt, any election by the Company to measure an item of Funded Debt using a value less than par (as permitted by FASB 159 or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made.

“Transaction Documents” means the Note Purchase Agreement, the Notes of the Series Due 2016, the Notes of the Series Due 2014, the 2009 Supplemental Indentures and the Senior Indenture.

“USA Patriot Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA

Patriot Act) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“Wholly-owned Subsidiary” means, at any time, any Subsidiary one hundred percent (100%) of all of the equity interests (except directors’ qualifying shares) and voting interests of which are owned by any one or more of the Company and the Company’s other Wholly-owned Subsidiaries at such time.

     (b)      Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Senior Indenture;

     (c)      All references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Supplemental Indenture; and

     (d)      The terms “hereof,” “herein,” “hereby,” “hereto,” “hereunder,” and “herewith” refer to this Supplemental Indenture.

There is hereby established a series of Securities pursuant to Section 3.01 of the Senior Indenture as follows:

(a)      The title of the Securities of the series hereby established is “8.00% Senior Notes Due June 1, 2016.”

(b)      The aggregate principal amount of the Notes of the Series Due 2016 which may be authenticated and delivered under the Senior Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of other Securities of such series pursuant to Sections 2.05, 3.04, 3.05, 3.06, 9.06 or 11.07 of the Senior Indenture) shall be limited to Fifty-Five Million Dollars ($55,000,000).

(c)      All Notes of the Series Due 2016 will be represented by one or more notes in definitive form.

(d)      The Stated Maturity of the Notes of the Series Due 2016 shall be June 1, 2016.

(e)      The Notes of the Series Due 2016 shall bear interest on the unpaid principal balance thereof at the rate of 8.00% per annum (computed on the basis of a 360-day year of twelve 30-day months), and such interest shall accrue from the original issue date thereof (or from the most recent Interest Payment Date to which interest on such Notes has been paid or provided for).  The Interest Payment Dates for the Notes of the Series Due 2016 shall be June 1 and December 1 of each year commencing December 1, 2009, and the Regular Record Date will be 15th day of the calendar month immediately preceding each Interest Payment Date and will bear interest on overdue principal

(including any optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate.

(f)      Principal of and interest on the Notes of the Series Due 2016 shall be payable in U.S. Dollars at the Corporate Trust Office of the Trustee, provided, however, such payments of principal and interest shall be subject to the terms of Section 9 of the Note Purchase Agreement.

Such Securities shall be initially authenticated and delivered from time to time upon delivery to the Trustee of the documents required by Section 3.03 of the Senior Indenture.  The Notes of the Series Due 2016 shall be substantially in the form of the Security attached hereto as Appendix I , which is incorporated herein by reference.

In accordance with Sections 3.01(7) and (8) of the Senior Indenture and notwithstanding the terms of Article XI of the Senior Indenture, the Notes of the Series Due 2016 shall be subject to the following rights and terms of redemption:

     Section 3.1.      Maturity . As provided therein, the entire unpaid principal balance of the Notes of the Series Due 2016 shall be due and payable on the Stated Maturity thereof.

     Section 3.2.      Optional Prepayments with Make-Whole Amount .  The Company may, at its option, upon notice as provided below, prepay at any time all of, or from time to time any part of, the Notes of the Series Due 2016, in an amount not less than 5% of the aggregate principal amount of the Notes of the Series Due 2016 then outstanding in the case of a partial prepayment, at a Redemption Price equal to 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, and the Make-Whole Amount determined for the prepayment date with respect to such principal amount.  The Company will give the Trustee and each Holder of Notes of the Series Due 2016 written notice of each optional prepayment under this Section 3.2 not less than 30 days and not more than 60 days prior to the Redemption Date fixed for such prepayment.  Each such notice shall specify such Redemption Date (which shall be a Business Day), the aggregate principal amount of the Notes of the Series Due 2016 to be prepaid on such Redemption Date, the principal amount of each Note of the Series Due 2016 held by such Holder to be prepaid (determined in accordance with Section 3.4 ), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation.  Two Business Days prior to such prepayment, the Company shall deliver to each Holder of Notes of the Series Due 2016 a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

     Section 3.3.      Change in Control .  

     (a)       Notice of Change in Control. The Company will, within fifteen Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control, give written notice of such Change in Control to the Trustee and each holder of Notes of the Series Due 2016.  Such notice shall contain and constitute an offer to prepay Notes of the Series Due 2016 as described in subparagraph (b) of this Section 3.3 and shall be accompanied by the certificate described in subparagraph (e) of this Section 3.3 .

     (b)       Offer to Prepay Notes.   The offer to prepay Notes of the Series Due 2016 contemplated by subparagraph (a) of this Section 3.3 shall be an offer to prepay, in accordance with and subject to this Section 3.3 , all, but not less than all, the Notes of the Series Due 2016 held by each holder (in this case only, “holder” in respect of any Note of the Series Due 2016 registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) on a date specified in such offer (the “Proposed Redemption Date” ), which date shall be not less than 30 days and not more than 60 days after the date of such offer (if the Proposed Redemption Date shall not be specified in such offer, the Proposed Redemption Date shall be the first Business Day after the 45th day after the date of such offer).

     (c)       Acceptance/Rejection.   A holder of Notes of the Series Due 2016 may accept the offer to prepay made pursuant to this Section 3.3 by causing a notice of such acceptance to be delivered to the Company not later than 15 days after receipt by such holder of the most recent offer of prepayment.  A failure by a holder of Notes of the Series Due 2016 to respond to an offer to prepay made pursuant to this Section 3.3 shall be deemed to constitute rejection of such offer by such holder.

     (d)       Prepayment.   Prepayment of the Notes of the Series Due 2016 to be prepaid pursuant to this Section 3.3 shall be at a Redemption Price equal to 100% of the principal amount of such Notes, together with interest on such Notes of the Series Due 2016 accrued to the date of prepayment, but without Make-Whole Amount or other premium.  The prepayment shall be made on the Redemption Date which will be the Proposed Redemption Date.

     (e)       Officer’s Certificate. Each offer to prepay the Notes of the Series Due 2016 pursuant to this Section 3.3 shall be accompanied by a certificate, executed by a Senior Financial Officer of the Company and dated the date of such offer, specifying: (i) the Proposed Redemption Date; (ii) that such offer is made pursuant to this Section 3.3 ; (iii) the principal amount of each Note offered to be prepaid; (iv) the interest that would be due on each Note offered to be prepaid, accrued to the Proposed Redemption Date; and (v) in reasonable detail, the nature and date or proposed date of the Change in Control.

     (f)       Certain Definitions.

“Change in Control” means any of the following events:

(i)      any “person” or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act), other than any employee benefit plans of the Company, any “person”

organized, appointed or established pursuant to the terms of any such benefit plan or any trustee, administrator or fiduciary of such a plan, has become, directly or indirectly, the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to have “beneficial ownership” of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), by way of merger, consolidation or otherwise, of 30% or more of the voting power of the Company’s then outstanding voting Securities on a fully-diluted basis, after giving effect to the conversion and exercise of all outstanding warrants, options and other notes of the Company (whether or not such notes are then currently convertible or exercisable), or

(ii)      during any period of two consecutive calendar years, individuals who at the beginning of such period constituted the board of directors of the Company cease for any reason to constitute a majority of the directors of the Company then in office unless

(A)      such new directors were elected or nominated by a majority of the directors of the Company who constituted the board of directors of the Company at the beginning of such period, or

(B)      the reason for such directors failing to constitute a majority is a result of retirement by directors due to age, death or disability.

     (g)      All calculations contemplated in this Section 3.3 involving the capital stock of any Person shall be made with the assumption that all convertible Securities of such Person then outstanding and all convertible Securities issuable upon the exercise of any warrants, options and other rights outstanding at such time were converted at such time and that all options, warrants and similar rights to acquire shares of capital stock of such Person were exercised at such time.

     Section 3.4.      Allocation of Partial Prepayments .  Notwithstanding Section 11.03 of the Senior Indenture, in the case of each partial prepayment of Notes of the Series Due 2016 pursuant to Section 3.2 , the principal amount of the Notes of the Series Due 2016 to be prepaid shall be allocated pro rata among all Holders of Notes of the Series Due 2016  at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment.  All partial prepayments made pursuant to Section 3.3 or 3.8 shall be applied only to the Notes of the Series Due 2016 of the Holders who have elected to participate in such prepayment.

     Section 3.5.      Maturity; Surrender, Etc .  In the case of each prepayment of Notes of the Series Due 2016 pursuant to this Article III , the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment of the Series Due 2016 (which shall be a Business Day), together with interest on such principal amount accrued to such date and the applicable Make-Whole Amount, if any.  From and after such date, unless the Company shall fail to pay such principal amount when so due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue.  Any Note of the Series Due 2016 paid or prepaid in full shall be surrendered to the Company and cancelled and shall not be reissued, and no Note of the Series

Due 2016 shall be issued in lieu of any prepaid principal amount of any Note of the Series Due 2016.

     Section 3.6.      Purchase of Notes .  The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of the Series Due 2016 except (a) upon the payment or prepayment of the Notes of the Series Due 2016 in accordance with the terms of this Supplemental Indenture and the Notes of the Series Due 2016 or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the Holders of the Notes of the Series Due 2016 at the time outstanding upon the same terms and conditions.  Any such offer shall provide each Holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least 15 Business Days.  If the Holders of more than 10% of the principal amount of the Notes of the Series Due 2016 then outstanding accept such offer, the Company shall promptly notify the remaining Holders of Notes of the Series Due 2016 of such fact and the expiration date for the acceptance by Holders of Notes of the Series Due 2016 of such offer shall be extended by the number of days necessary to give each such remaining Holder at least 5 Business Days from its receipt of such notice to accept such offer.  The Company will promptly cancel all Notes of the Series Due 2016 acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes of the Series Due 2016 pursuant to any provision of this Supplemental Indenture and no Notes of the Series Due 2016 may be issued in substitution or exchange for any such Notes.

     ection 3.7.      Make-Whole Amount .  The term “Make-Whole Amount” means, with respect to any Note of the Series Due 2016, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note of the Series Due 2016 over the amount of such Called Principal; provided that the Make-Whole Amount may in no event be less than zero.  For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:

“Called Principal” means, with respect to any Notes of the Series Due 2016, the principal of such Notes of the Series Due 2016 that is to be prepaid pursuant to Section 3.2 or has become or is declared to be immediately due and payable pursuant to Section